exhibit1002.htm


     

    
 

    
       

      INDENTURE
OF TRUST

       

      between

       

      CLARK
COUNTY, NEVADA

       

      and

       

      THE BANK
OF NEW YORK MELLON TRUST COMPANY N.A.,

       

      as
Trustee

       

      _______________________________

       

      relating
to

       

      CLARK
COUNTY, NEVADA

      INDUSTRIAL
DEVELOPMENT REVENUE BONDS

      (SOUTHWEST
GAS CORPORATION PROJECT)

      SERIES
2008A

       

      _____________________________

       

      Dated as
of September 1, 2008

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                GRANTING
      CLAUSE FIRST

              	
                2

              
	
                GRANTING
      CLAUSE SECOND

              	
                2

              
	
                GRANTING
      CLAUSE THIRD

              	
                2

              
	
                ARTICLE
      I     DEFINITIONS AND RULES OF
      INTERPRETATION

              	
                3

              
	 
      	
                SECTION
      1.01

              	
                RULES
      OF INTERPRETATION

              	
                3

              
	 
      	
                SECTION
      1.02

              	
                DEFINITIONS

              	
                4

              
	 
      	
                SECTION
      1.03

              	
                NUMBER
      AND GENDER

              	
                15

              
	 
      	
                SECTION
      1.04

              	
                CONTENT
      OF CERTIFICATES AND OPINIONS

              	
                15

              
	
                ARTICLE
      II    THE BONDS

              	
                15

              
	 
      	
                SECTION
      2.01

              	
                AUTHORIZED
      AMOUNT OF BONDS

              	
                15

              
	 
      	
                SECTION
      2.02

              	
                ISSUANCE
      OF BONDS

              	
                16

              
	 
      	
                SECTION
      2.03

              	
                DETERMINATION
      OF RATE PERIODS AND INTEREST RATES

              	
                17

              
	 
      	
                SECTION
      2.04

              	
                OWNERSHIP,
      TRANSFER, EXCHANGE AND REGISTRATION OF BONDS

              	
                25

              
	 
      	
                SECTION
      2.05

              	
                EXECUTION
      OF BONDS

              	
                26

              
	 
      	
                SECTION
      2.06

              	
                AUTHENTICATION

              	
                26

              
	 
      	
                SECTION
      2.07

              	
                FORM
      OF BONDS

              	
                26

              
	 
      	
                SECTION
      2.08

              	
                MUTILATED,
      DESTROYED, LOST OR STOLEN BONDS

              	
                27

              
	 
      	
                SECTION
      2.09

              	
                TEMPORARY
      BONDS

              	
                27

              
	 
      	
                SECTION
      2.10

              	
                CANCELLATION
      AND DISPOSITION OF SURRENDERED BONDS

              	
                28

              
	 
      	
                SECTION
      2.11

              	
                USE
      OF CERTAIN MONEYS IN THE BOND FUND UPON REFUNDING

              	
                28

              
	 
      	
                SECTION
      2.12

              	
                DELIVERY
      OF THE BONDS

              	
                28

              
	 
      	
                SECTION
      2.13

              	
                BOOK-ENTRY
      SYSTEM

              	
                28

              
	 
      	
                SECTION
      2.14

              	
                DELIVERY
      OF THE BONDS

              	
                32

              
	
                ARTICLE
      III   REDEMPTION OF BONDS BEFORE MATURITY

              	
                33

              
	 
      	
                SECTION
      3.01

              	
                REDEMPTION
      DATES AND PRICES

              	
                33

              
	 
      	
                SECTION
      3.02

              	
                NOTICE
      OF REDEMPTION

              	
                35

              
	 
      	
                SECTION
      3.03

              	
                DEPOSIT
      OF FUNDS

              	
                37

              


      


      
        
           


        

        
           -i-


          
            

          

        

        
           


        

      

    

    
      
        	 
      	
                SECTION
      3.04

              	
                PARTIAL
      REDEMPTION OF BONDS

              	
                37

              
	 
      	
                SECTION
      3.05

              	
                SELECTION
      OF BONDS FOR REDEMPTION

              	
                37

              
	
                ARTICLE
      IV    TENDER AND PURCHASE OF BONDS;
      REMARKETING;

                                           REMARKETING
      AGENT

              	
                38

              
	 
      	
                SECTION
      4.01

              	
                PURCHASE
      OF BONDS AT OPTION OF OWNERS

              	
                38

              
	 
      	
                SECTION
      4.02

              	
                MANDATORY
      PURCHASE OF BONDS

              	
                39

              
	 
      	
                SECTION
      4.03

              	
                OBLIGATION
      TO SURRENDER BONDS

              	
                40

              
	 
      	
                SECTION
      4.04

              	
                REMARKETING
      OF BONDS

              	
                40

              
	 
      	
                SECTION
      4.05

              	
                PURCHASE
      OF BONDS TENDERED TO TRUSTEE

              	
                42

              
	 
      	
                SECTION
      4.06

              	
                DELIVERY
      OF PURCHASED BONDS

              	
                43

              
	 
      	
                SECTION
      4.07

              	
                NO
      SALES AFTER DEFAULT

              	
                44

              
	 
      	
                SECTION
      4.08

              	
                REMARKETING
      AGENT

              	
                44

              
	 
      	
                SECTION
      4.09

              	
                QUALIFICATIONS
      OF REMARKETING AGENT

              	
                45

              
	 
      	
                SECTION
      4.10

              	
                TENDER
      AND PURCHASE OF BOOK-ENTRY BONDS

              	
                45

              
	 
      	
                SECTION
      4.11

              	
                DRAWS
      ON THE LIQUIDITY FACILITY OR LETTER OF CREDIT FOR PURCHASE OF
      BONDS

              	
                46

              
	
                ARTICLE
      V     PAYMENT; FURTHER ASSURANCES

              	
                46

              
	 
      	
                SECTION
      5.01

              	
                PAYMENT
      OF PRINCIPAL OR REDEMPTION PRICE OF AND INTEREST ON BONDS

              	
                46

              
	 
      	
                SECTION
      5.02

              	
                EXTENSION
      OR FUNDING OF CLAIMS FOR INTEREST

              	
                46

              
	 
      	
                SECTION
      5.03

              	
                PRESERVATION
      OF REVENUES

              	
                47

              
	 
      	
                SECTION
      5.04

              	
                OTHER
      LIENS

              	
                47

              
	 
      	
                SECTION
      5.05

              	
                COMPLIANCE
      WITH THE INDENTURE

              	
                47

              
	 
      	
                SECTION
      5.06

              	
                PERFORMANCE
      OF COVENANTS

              	
                47

              
	 
      	
                SECTION
      5.07

              	
                RIGHT
      TO PAYMENTS UNDER AGREEMENT; INSTRUMENTS OF FURTHER
    ASSURANCE

              	
                47

              
	 
      	
                SECTION
      5.08

              	
                TAX
      COVENANTS

              	
                47

              
	 
      	
                SECTION
      5.09

              	
                INSPECTION
      OF PROJECT BOOKS

              	
                48

              
	 
      	
                SECTION
      5.10

              	
                RIGHTS
      UNDER AGREEMENT

              	
                48

              
	 
      	
                SECTION
      5.11

              	
                CONTINUING
      DISCLOSURE

              	
                48

              


      


      
        
           


        

        
           -ii-


          
            

          

        

        
           


        

      


      
        	 
      	
                SECTION
      5.12

              	
                DELIVERY
      OF BOND INSURANCE, LIQUIDITY FACILITY OR LETTER OF CREDIT; TERMINATION OF
      LETTER OF CREDIT

              	
                49

              
	
                ARTICLE
      VI    REVENUES AND FUNDS

              	
                49

              
	 
      	
                SECTION
      6.01

              	
                SOURCE
      OF PAYMENT OF BONDS; LIABILITY OF ISSUER LIMITED TO
    REVENUES

              	
                49

              
	 
      	
                SECTION
      6.02

              	
                CREATION
      OF THE BOND FUND

              	
                50

              
	 
      	
                SECTION
      6.03

              	
                PAYMENTS
      INTO THE BOND FUND

              	
                50

              
	 
      	
                SECTION
      6.04

              	
                DRAWS
      ON THE LETTER OF CREDIT

              	
                51

              
	 
      	
                SECTION
      6.05

              	
                USE
      OF MONEYS IN THE BOND FUND AND CERTAIN OTHER MONEYS

              	
                52

              
	 
      	
                SECTION
      6.06

              	
                CUSTODY
      OF THE BOND FUND

              	
                52

              
	 
      	
                SECTION
      6.07

              	
                NON-PRESENTMENT
      OF BONDS

              	
                53

              
	 
      	
                SECTION
      6.08

              	
                TRUSTEE
      FEES, CHARGES AND EXPENSES

              	
                53

              
	 
      	
                SECTION
      6.09

              	
                MONEYS
      TO BE HELD IN TRUST

              	
                53

              
	 
      	
                SECTION
      6.10

              	
                REPAYMENT
      TO THE BORROWER FROM THE BOND FUND

              	
                53

              
	 
      	
                SECTION
      6.11

              	
                REVENUES
      TO BE PAID OVER TO TRUSTEE

              	
                53

              
	 
      	
                SECTION
      6.12

              	
                PAYMENTS
      OF PRINCIPAL AND INTEREST

              	
                54

              
	 
      	
                SECTION
      6.13

              	
                REVENUES
      TO BE HELD FOR ALL BONDHOLDERS; CERTAIN EXCEPTIONS

              	
                54

              
	 
      	
                SECTION
      6.14

              	
                REBATE
      FUND

              	
                54

              
	 
      	
                SECTION
      6.15

              	
                BOND
      INSURANCE PAYMENTS

              	
                54

              
	
                ARTICLE
      VII   INVESTMENT OF MONEYS

              	
                56

              
	 
      	
                SECTION
      7.01

              	
                INVESTMENT
      OF MONEYS

              	
                56

              
	 
      	
                SECTION
      7.02

              	
                INVESTMENTS;
      ARBITRAGE

              	
                56

              
	
                ARTICLE
      VIII  DEFEASANCE

              	
                56

              
	 
      	
                SECTION
      8.01

              	
                DEFEASANCE

              	
                56

              
	
                ARTICLE
      IX    DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND
      BONDHOLDERS

              	
                59

              
	 
      	
                SECTION
      9.01

              	
                DEFAULTS;
      EVENTS OF DEFAULT

              	
                59

              
	 
      	
                SECTION
      9.02

              	
                ACCELERATION

              	
                59

              


      


      
        
           


        

        
           -iii-


          
            

          

        

        
           


        

      


      
        	 
      	
                SECTION
      9.03

              	
                REMEDIES;
      RIGHTS OF BONDHOLDERS AND BOND INSURER

              	
                60

              
	 
      	
                SECTION
      9.04

              	
                RIGHT
      OF BONDHOLDERS TO DIRECT PROCEEDINGS

              	
                61

              
	 
      	
                SECTION
      9.05

              	
                APPLICATION
      OF MONEYS

              	
                61

              
	 
      	
                SECTION
      9.06

              	
                REMEDIES
      VESTED IN TRUSTEE

              	
                63

              
	 
      	
                SECTION
      9.07

              	
                RIGHTS
      AND REMEDIES OF BONDHOLDERS

              	
                63

              
	 
      	
                SECTION
      9.08

              	
                TERMINATION
      OF PROCEEDINGS

              	
                63

              
	 
      	
                SECTION
      9.09

              	
                WAIVERS
      OF EVENTS OF DEFAULT

              	
                63

              
	 
      	
                SECTION
      9.10

              	
                NOTICE
      OF EVENT OF DEFAULT UNDER SECTION 9.01(e) HEREOF; OPPORTUNITY OF BORROWER
      TO CURE DEFAULTS

              	
                64

              
	 
      	
                SECTION
      9.11

              	
                RIGHTS
      OF THE BANK

              	
                65

              
	
                ARTICLE
      X     THE TRUSTEE

              	
                66

              
	 
      	
                SECTION
      10.01

              	
                ACCEPTANCE
      OF THE TRUSTS BY TRUSTEE

              	
                66

              
	 
      	
                SECTION
      10.02

              	
                CORPORATE
      TRUSTEE REQUIRED; ELIGIBILITY

              	
                69

              
	 
      	
                SECTION
      10.03

              	
                FEES,
      CHARGES AND EXPENSES OF TRUSTEE

              	
                70

              
	 
      	
                SECTION
      10.04

              	
                NOTICE
      TO BONDHOLDERS IF DEFAULT OCCURS

              	
                70

              
	 
      	
                SECTION
      10.05

              	
                INTERVENTION
      BY TRUSTEE

              	
                70

              
	 
      	
                SECTION
      10.06

              	
                SUCCESSOR
      TRUSTEE

              	
                70

              
	 
      	
                SECTION
      10.07

              	
                RESIGNATION
      BY THE TRUSTEE

              	
                71

              
	 
      	
                SECTION
      10.08

              	
                REMOVAL
      OF THE TRUSTEE

              	
                71

              
	 
      	
                SECTION
      10.09

              	
                APPOINTMENT
      OF SUCCESSOR TRUSTEE

              	
                72

              
	 
      	
                SECTION
      10.10

              	
                CONCERNING
      ANY SUCCESSOR TRUSTEES

              	
                72

              
	 
      	
                SECTION
      10.11

              	
                TRUSTEE
      PROTECTED IN RELYING UPON RESOLUTION

              	
                72

              
	 
      	
                SECTION
      10.12

              	
                SUCCESSOR
      TRUSTEE AS THE TRUSTEE, PAYING AGENT, TENDER AGENT AND
      REGISTRAR

              	
                73

              
	 
      	
                SECTION
      10.13

              	
                NOTICES
      TO BE GIVEN BY TRUSTEE

              	
                73

              
	 
      	
                SECTION
      10.14

              	
                NOTICES
      TO RATING AGENCY, LIQUIDITY PROVIDER AND BANK; NOTICES TO BOND
      INSURER

              	
                73

              
	
                ARTICLE
      XI   SUPPLEMENTAL INDENTURES

              	
                74

              


      


      
        
           


        

        
           -iv-


          
            

          

        

        
           


        

      


      
        	 
      	
                SECTION
      11.01

              	
                SUPPLEMENTAL
      INDENTURES NOT REQUIRING CONSENT OF BONDHOLDERS (BUT REQUIRING CONSENT OF
      THE BORROWER)

              	
                74

              
	 
      	
                SECTION
      11.02

              	
                SUPPLEMENTAL
      INDENTURES REQUIRING CONSENT OF BONDHOLDERS AND THE
    BORROWER

              	
                76

              
	 
      	
                SECTION
      11.03

              	
                CONSENT
      OF BORROWER AND BOND INSURER

              	
                77

              
	 
      	
                SECTION
      11.04

              	
                CONSENT
      OF REMARKETING AGENT, AUCTION AGENT, LIQUIDITY PROVIDER AND
      BANK

              	
                77

              
	 
      	
                SECTION
      11.05

              	
                CONSENT
      OF TRUSTEE

              	
                77

              
	 
      	
                SECTION
      11.06

              	
                REQUIRED
      OPINIONS OF COUNSEL

              	
                77

              
	 
      	
                SECTION
      11.07

              	
                NOTATION
      OF MODIFICATION ON BONDS; PREPARATION OF MODIFIED BONDS

              	
                77

              
	
                ARTICLE
      XII  AMENDMENT OF AGREEMENT

              	
                77

              
	 
      	
                SECTION
      12.01

              	
                AMENDMENTS
      TO AGREEMENT NOT REQUIRING CONSENT OF BONDHOLDERS

              	
                78

              
	 
      	
                SECTION
      12.02

              	
                AMENDMENTS
      TO AGREEMENT REQUIRING CONSENT OF BONDHOLDERS

              	
                78

              
	 
      	
                SECTION
      12.03

              	
                CONSENT
      OF TRUSTEE

              	
                79

              
	 
      	
                SECTION
      12.04

              	
                RELIANCE
      ON OPINIONS OF COUNSEL

              	
                79

              
	
                ARTICLE
      XIII  MISCELLANEOUS

              	
                79

              
	 
      	
                SECTION
      13.01

              	
                SUCCESSORS
      OF THE ISSUER

              	
                79

              
	 
      	
                SECTION
      13.02

              	
                CONSENTS
      OF BONDHOLDERS

              	
                79

              
	 
      	
                SECTION
      13.03

              	
                LIMITATION
      OF RIGHTS

              	
                80

              
	 
      	
                SECTION
      13.04

              	
                WAIVER
      OF NOTICE

              	
                80

              
	 
      	
                SECTION
      13.05

              	
                SEVERABILITY

              	
                80

              
	 
      	
                SECTION
      13.06

              	
                NOTICES

              	
                80

              
	 
      	
                SECTION
      13.07

              	
                WAIVER
      OF PERSONAL LIABILITY OF ISSUER MEMBERS, ETC

              	
                82

              
	 
      	
                SECTION
      13.08

              	
                HOLIDAYS

              	
                82

              
	 
      	
                SECTION
      13.09

              	
                COUNTERPARTS

              	
                82

              
	 
      	
                SECTION
      13.10

              	
                APPLICABLE
      LAW

              	
                82

              
	 
      	
                SECTION
      13.11

              	
                CAPTIONS

              	
                82

              


      


      
        
           


        

        
           -v-


          
            

          

        

        
           


        

      


      
        	 
      	
                SECTION
      13.12

              	
                DEALING
      IN BONDS

              	
                82

              
	 
      	
                SECTION
      13.13

              	
                IMMUNITY
      OF INCORPORATORS

              	
                82

              
	 
      	
                SECTION
      13.14

              	
                BORROWER
      MAY ACT THROUGH AGENTS

              	
                83

              
	 
      	
                SECTION
      13.15

              	
                RECORD
      DATE FOR DETERMINATION OF OWNERS ENTITLED TO VOTE

              	
                83

              
	 
      	
                SECTION
      13.16

              	
                CONSENTS
      AND NOTICES

              	
                83

              
	 
      	 
      	 
      	 
      
	
                APPENDIX
      A     FORM OF BOND

              	
                A-1

              
	
                APPENDIX
      B     AUCTION PROCEDURES

              	
                B-1

              


      


      
        
           


        

        
           -vi-


          
            

          

        

        
           


        

      


      THIS
INDENTURE OF TRUST, made and entered into as of September 1, 2008 (this
“Indenture”), by and between CLARK COUNTY, NEVADA, a political subdivision of
the State of Nevada (the “Issuer”), and THE BANK OF NEW YORK MELLON TRUST
COMPANY N.A., a national banking association organized, existing and authorized
to accept and execute trusts of the character herein set out under the laws of
the United States of America, acting not in its individual capacity, but solely
as Trustee (the “Trustee”).

       

      W I T N E S S E T
H:

       

      WHEREAS,
the Issuer is a public instrumentality and political subdivision of the State of
Nevada organized and existing under the County Economic Development Revenue Bond
Law Sections 244A.669 to 244A.763, inclusive, of the Nevada Revised Statutes, as
supplemented and amended (the “Act”), and is authorized by the Act to issue its
revenue bonds for the purpose of paying all or any part of the costs of a
“project” as defined in the Act; and

       

      WHEREAS,
Southwest Gas Corporation, a California corporation (the “Borrower”), has duly
caused an application to be filed with the Issuer and has requested that the
Issuer issue bonds to refinance a portion of the cost of the acquisition,
construction and installation of a “project” within the meaning of the Act,
consisting of the upgrade, improvement, addition and replacement of facilities
for local furnishing of natural gas located in Clark County, Nevada, as more
particularly described in Exhibit A to the Agreement (the “Project”);
and

       

      WHEREAS,
the Issuer, after due investigation and deliberation, has adopted a resolution
approving said request and authorizing the issuance of bonds to refinance a
portion of the cost of the acquisition, construction, and installation of the
Project, and for that purpose has determined to issue its Industrial Development
Revenue Bonds (Southwest Gas Corporation Project) Series 2008A (the “Bonds”);
and

       

      WHEREAS,
concurrently with the execution and delivery of this Indenture, the Issuer is
entering into a Financing Agreement, dated the date hereof (the “Agreement”),
with the Borrower specifying the terms and conditions of the refinancing of a
portion of the cost of the acquisition and construction of the Project by the
Borrower, the lending of the proceeds of the Bonds to the Borrower for such
purpose, and the repayment by the Borrower of such loan; and

       

      WHEREAS,
in order 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 thereof and of the
interest and premium, if any, thereon, the Issuer has authorized the execution
and delivery of this Indenture; and

       

      WHEREAS,
the Bonds are to be issued in a total aggregate principal amount not to exceed
$50,000,000 and are to be sold and delivered to provide proceeds, as a loan to
the Borrower, to refinance a portion of the cost of the acquisition,
construction, and installation of the Project, including the refinancing of such
cost by refunding the Refunded Bonds, as defined herein; and

       

      WHEREAS,
the Bonds and the Trustee’s certificate of authentication and the form of
assignment to be endorsed thereon shall be in substantially the forms set forth
in

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit A
to this Indenture, with necessary and appropriate variations, omissions and
insertions as permitted or required by this Indenture;

       

      WHEREAS,
all acts and proceedings required by law necessary to make the Bonds when
executed by the Issuer, authenticated and delivered by the Trustee and duly
issued, the valid, binding and legal limited obligations of the Issuer, and to
constitute this 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 Indenture have been in all
respects duly authorized;

       

      NOW,
THEREFORE, THIS INDENTURE OF TRUST WITNESSETH:

       

      That the
Issuer in consideration of the premises, the acceptance by the Trustee of the
trust hereby created, the purchase and acceptance of the Bonds by the purchasers
thereof, one dollar duly paid to the Issuer by the Trustee at or before the
execution and delivery of these presents and of other good and valuable
considerations, the receipt of which is hereby acknowledged, and in order to
secure the payment of the principal of and premium, if any, and interest on all
Bonds outstanding hereunder from time to time, according to their tenor and
effect, and to secure the observance and performance by the Issuer of all the
covenants expressed or implied herein and in the Bonds, does hereby pledge and
assign unto the Trustee and unto its successors and assigns
forever;

       

      GRANTING
CLAUSE FIRST

       

      The
Agreement, including all extensions and renewals of the term thereof, if any,
together with all right, title and interest of the Issuer therein (except for
Reserved Rights) including, but without limiting the generality of the
foregoing, the present and continuing right to receive, collect or make claim
for any of the moneys, income, revenues, issues, profits and other amounts
payable or receivable thereunder, including payments made by the Borrower under
the Agreement (excepting only payments made by the Borrower pursuant to the Tax
Certificate (as defined herein) in order to make rebate payments to the United
States), to bring actions and proceedings thereunder or for the enforcement
thereof, and to do any and all things which the Issuer or any other person is or
may become entitled to do under the Agreement;

       

      GRANTING
CLAUSE SECOND

       

      All
Revenues (as defined herein) received by the Issuer under the Agreement and all
moneys and earnings thereon held by the Trustee in the Bond Fund under the terms
of this Indenture; and

       

      GRANTING
CLAUSE THIRD

       

      Any and
all other property of each name and nature from time to time hereafter by
delivery or by writing of any kind pledged or assigned as and for additional
security hereunder, by the Issuer or by anyone on its behalf or with its written
consent, to the Trustee, which are hereby authorized to receive any and all such
property at any and all times and to hold and apply the same subject to the
terms hereof.

       


      
        
           


        

        
           2


          
            

          

        

        
           


        

      


      TO HAVE
AND TO HOLD all and singular the Trust Estate, whether now owned or hereafter
acquired, unto the Trustee and its successors in said trusts and assigns
forever.

       

      IN TRUST
NEVERTHELESS, upon the terms and trusts herein set forth for the equal and
proportionate benefit, security and protection of all present and future owners
of the Bonds, from time to time issued under and secured by this Indenture
without privilege, priority or distinction as to the lien or otherwise of any of
the Bonds over any of the other Bonds (except only as otherwise expressly stated
herein) and thereafter to secure the Bank to the extent of its interest
herein.

       

      PROVIDED
HOWEVER, that if the Issuer, its successors or assigns, shall cause to be paid,
the principal of the Bonds and the interest and premium, if any, due or to
become due thereon, at the times and in the manner mentioned in the Bonds,
according to the true intent and meaning thereof, and shall cause the payments
to be made into the Bond Fund as required under Article VI hereof or shall
provide, as permitted by Article VIII hereof, for the payment thereof, and shall
keep, perform and observe all the covenants and conditions pursuant to the terms
of this Indenture to be kept, performed and observed by it, and shall pay or
cause to be paid to the Trustee and the Bank all sums of money due or to become
due, to each of them, respectively, in accordance with the terms and provisions
hereof, then this Indenture and the rights hereby granted shall cease, determine
and be void except as set forth in such Article VIII.

       

      THIS
INDENTURE OF TRUST FURTHER WITNESSETH, and it is expressly declared, that all
Bonds issued and secured hereunder are to be issued, authenticated and delivered
and the Trust Estate hereby assigned and pledged are to be dealt with and
disposed of under, upon and subject to the terms, conditions, stipulations,
covenants, agreements, trusts, uses and purposes as hereinafter expressed, and
the Issuer has agreed and covenanted, and does hereby agree and covenant, with
the Trustee and with the respective Owners from time to time of the Bonds and
the Bank, to the extent of its interest herein, as follows:

       

      ARTICLE
I

       

      


       

      DEFINITIONS
AND RULES OF INTERPRETATION

       

      SECTION
1.01                                RULES
OF INTERPRETATION.  For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise
requires:

       

      (A)           All
references in this Indenture to designated “Articles”, “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions of
this Indenture.

       

      (B)           The
words “herein”, “hereof”, “hereto”, “hereby”, and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

       

      (C)           The
terms defined in this Article have the meanings assigned to them in this
Article, and include the plural as well as the singular.

       


      
        
           


        

        
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      (D)           All
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles as in effect in the
United States from time to time.

       

      (E)           Every
“request”, “order”, “demand”, “application”, “appointment”, “notice”,
“statement”, “certificate”, “consent”, “direction”, “instruction” or similar
action hereunder by the Issuer shall, unless the form thereof is specifically
provided, be in writing signed by the Authorized Issuer
Representative.

       

      (F)           All
references to the “Bank,” the “Liquidity Provider” or the “Bond Insurer” apply
only at such time as any Bank, Liquidity Provider or Bond Insurer is then
providing a Letter of Credit, Liquidity Facility or Bond Insurance, as
applicable.

       

      (G)           All
references to the “Remarketing Agent,” the “Auction Agent,” the “Tender Agent,”
and the “Broker-Dealer” apply only at such time as any Remarketing Agent,
Auction Agent, Tender Agent or Broker-Dealer is then acting as a remarketing
agent, auction agent, tender agent or broker-dealer, as applicable, with respect
to the Bonds.

       

      (H)           All
other terms used herein which are defined in the Agreement shall have the same
meanings assigned them in the Agreement unless the context otherwise
requires.

       

      SECTION
1.02                                DEFINITIONS.  In
addition to the terms defined in the recitals hereto, for all purposes of this
Indenture and the Agreement, except as otherwise expressly provided or unless
the context otherwise requires, the following terms shall have the following
meanings; provided, however, that any
terms used herein relating to Auction Bonds that are not expressly defined below
shall be deemed to have the meanings provided in Exhibit B, Auction
Procedures, attached hereto:

       

      “Act”
means the County Economic Development Revenue Bond Law Sections 244A.669 to
244A.763, inclusive, of the Nevada Revised Statutes, as amended and
supplemented.

       

      “Administrative
Expenses” means any and all reasonable and necessary expenses (including the
reasonable and necessary out-of-pocket expenses and fees of Counsel) incurred by
the Issuer in connection with the Bonds, the Agreement, this Indenture and any
transaction or event contemplated by the Agreement or this Indenture, and any
agency of the State selected by the Issuer to act on its behalf in connection
with the Bonds, including any and all reasonable expenses incurred by the
Attorney General of the State in connection with any litigation which may at any
time be instituted involving the Bonds.

       

      “Agreement”
means the Financing Agreement of even date herewith by and between the Issuer
and the Borrower, as from time to time amended and supplemented.

       

      “Auction
Agent” has the meaning, at any time as applicable, set forth in Exhibit B,
Auction Procedures, attached hereto.

       


      
        
           


        

        
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      “Auction
Bond” means, at any time as applicable, any Bond that bears interest at an
Auction Rate.

       

      “Auction
Rate” has the meaning set forth in Exhibit B, Auction Procedures, attached
hereto.

       

      “Auction
Rate Period” has the meaning set forth in Exhibit B, Auction Procedures,
attached hereto.

       

      “Authorized
Borrower Representative” means the Chief Executive Officer, the President, the
Chief Financial Officer, Treasurer or any Assistant Treasurer of the Borrower or
any person at the time designated to act on behalf of the Borrower by a written
certificate furnished to the Issuer, the Remarketing Agent, and the Trustee
containing the specimen signature of such person and signed on behalf of the
Borrower by any officer of the Borrower.  Such certificate may
designate an alternate or alternates.

       

      “Authorized
Denominations” means (i) with respect to Bonds during any Term Rate Period,
$5,000 and any integral multiple thereof; (ii) with respect to Bonds during any
Auction Rate Period, the Authorized Denominations set forth in Exhibit B,
Auction Procedures, attached hereto and (iii) with respect to Bonds during any
other Rate Period, $100,000 and any integral multiple of $5,000 in excess
thereof, except that one Bond may be in a denomination of any amount in excess
of $100,000.

       

      “Authorized
Issuer Representative” means the Chair of the Board of Commissioners of the
Issuer or any person at the time designated to act on behalf of the Issuer by a
written certificate furnished to the Borrower and the Trustee containing the
specimen signature of such person and signed on behalf of the Issuer by the
Chair of the Board of Commissioners of the Issuer.

       

      “Available
Moneys” means (1) proceeds of the Bonds received from the original issuance and
sale of the Bonds; (2) proceeds from the remarketing of any Bonds tendered for
purchase pursuant to this Indenture and purchased by any Person other than the
Issuer or the Borrower (or any “insider,” as defined in the United States
Bankruptcy Code, of the Issuer or the Borrower); (3) moneys derived from
drawings under the Letter of Credit that are not commingled with any other
moneys; (4) moneys held by the Trustee in funds and accounts established under
this Indenture (other than in the Rebate Fund, the Letter of Credit Account or
as described in Section 6.07 hereof) and subject to a first priority perfected
lien under this Indenture for a period of at least 124 days and not commingled
with any moneys so held for less than said period and during and prior to which
period no petition in bankruptcy was filed by or against, and no receivership,
insolvency, assignment for the benefit of creditors or other similar proceeding
has been commenced by or against, the Issuer or the Borrower, unless such
petition or proceeding was dismissed and all applicable appeal periods have
expired without an appeal having been filed; (5) investment income derived from
the investment of moneys described in clause (1), (2), (3), or (4); or (6)
moneys as to which there has been delivered to the Trustee an opinion of
nationally recognized bankruptcy counsel to the effect that the payment of such
moneys to the Bondholders would not constitute transfers avoidable under 11
U.S.C Section

       


      
        
           


        

        
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      547(b)
and recoverable from the Bondholders under 11 U.S.C. Section 550(a) should the
Borrower or the Authority be the debtor in a case under the United States
Bankruptcy Code.

       

       “Bank”
means, at any time as applicable, any commercial bank, savings association or
other financial institution issuing a Letter of Credit to support the Bonds,
which will be a party to a Reimbursement Agreement.

       

      “Bank
Bonds” shall have the meaning ascribed thereto in Section 4.06(b)(i)
hereof.

       

      “Bank
Default” means any of the following events: (i) the Bank shall fail, wholly or
partially, to make a payment when and as required under the provisions of the
Letter of Credit; (ii) the Letter of Credit is surrendered, cancelled or
terminated (other than through normal expiration in accordance with its terms),
or amended or modified in any material respect, without the Trustee’s prior
written consent; (iii) a court of competent jurisdiction enters a final
nonappealable judgment that the Letter of Credit is not valid and binding on or
enforceable against the Bank ; or (iv) the occurrence and continuation of one or
more of the following: (A) the liquidation or dissolution of the Bank; (B) the
commencement by the Bank of a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in
effect, including without limitation the appointment of a trustee, receiver,
liquidator, custodian or other similar official for itself or any substantial
part of its property; (C) the consent of the Bank to or the acquiescence by the
Bank in any case or proceeding described in the preceding clause (B) that is
commenced against it; (D) the making by the Bank of an assignment for the
benefit of creditors; (E) the failure of the Bank or the admission by the Bank
in writing of its inability generally to pay its debts or claims as they become
due; (F) the initiation by the Bank of any actions to authorize any of the
foregoing; (G) the commencement of an involuntary case or other proceeding
against the Bank seeking liquidation, reorganization or other relief with
respect to it or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part of
its property, and such involuntary case remaining undismissed and unstayed for a
period of 60 days; or (H) the entering of an order for relief against the Bank
under the federal bankruptcy law as now or hereafter in effect.

       

      “Bond” or
“Bonds” means any one or more of the bonds authorized, authenticated and
delivered under this Indenture.

       

      “Bond
Counsel” means nationally recognized municipal bond counsel mutually acceptable
to the Issuer, the Trustee and the Borrower, but shall not include Counsel to
the Borrower.  An “opinion of Bond Counsel” means a written opinion of
Bond Counsel addressed to the Issuer and delivered to the Issuer, the Trustee
and the Borrower.

       

      “Bond
Fund” means the fund created by Section 6.02 hereof.

       

      “Bond
Insurance” means, at any time as applicable, any bond insurance policy securing
the payment of principal of the Bonds on the stated maturity date thereof and
the

       


      
        
           


        

        
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      payment
of interest on the Bonds on each Interest Payment Date therefor, delivered
pursuant to and meeting the requirements of Section 5.16 of the
Agreement.

       

      “Bond
Insurer” means, at any time as applicable, any insurance company, surety or
other financial institution providing Bond Insurance then in
effect.

       

      “Bondholder”
or “holder” or “Owner” or “owner of Bonds” means the Person or Persons in whose
name or names a Bond shall be registered on books of the Issuer kept by the
Registrar for that purpose in accordance with the terms of this Indenture;
provided, however, with respect to Book-Entry Bonds the term “Owner” shall mean
the beneficial owners of the Bonds as the context may require.

       

      “Book-Entry
Bond” means a Bond authorized to be issued to and, except as provided in
subsections (c) or (d) of Section 2.13 of this Indenture, restricted to being
registered in the name of a Securities Depository.

       

      “Borrower”
means Southwest Gas Corporation, a California corporation qualified to do
business in the State, and its successors and assigns and any surviving,
resulting or transferee corporation as permitted in Section 5.2 of the
Agreement.

       

      “Borrower
Bonds” means any Bond registered to the Borrower or any affiliate thereof or
held by the Trustee for the account of the Borrower.

       

      “Business
Day” means a day on which banking institutions located in New York, New York, or
in the city in which the principal corporate trust office of the Trustee is
located or the payment office for the Bond Insurer, the Bank or the Liquidity
Provider, at which demands for payment of the Bond Insurance, Letter of Credit
or Liquidity Facility are to be presented, are not required or authorized to
remain closed and on which the New York Stock Exchange is not closed; provided,
however, that during an Auction Rate Period, this definition of “Business Day”
shall be supplemented as provided in Exhibit B, Auction Procedures, attached
hereto.

       

      “Code”
means the Internal Revenue Code of 1954, as amended, Title XIII of the Tax
Reform Act of 1986, as amended, and regulations promulgated or proposed
thereunder or (to the extent applicable) under prior law, including temporary
regulations.

       

      “1986
Code” means the Internal Revenue Code of 1986, as amended, and regulations
promulgated or proposed thereunder or (to the extent applicable) under prior
law, including temporary regulations.

       

      “Cost” or
“Cost of the Project” means the cost of refinancing the Project through
redemption of the Refunded Bonds.

       

      “Costs of
Issuance” means all items of expense directly or indirectly payable by or
reimbursable to the Issuer or the Borrower and related to the authorization,
issuance, sale and delivery of the Bonds, including but not limited to costs of
preparation and reproduction of documents, printing expenses, filing and
recording fees, initial fees and charges of the Trustee, legal fees and charges,
fees and disbursements of consultants and professionals, Rating Agency fees,
fees and charges for preparation, execution and safekeeping of the Bonds and any
other

       


      
        
           


        

        
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      cost,
charge or fee in connection with the original issuance of the Bonds which
constitutes a “cost of issuance” within the meaning of Section 147(g) of the
1986 Code.

       

      “Counsel”
means an attorney at law or a firm of attorneys (who may be an employee of or
counsel to the Issuer or the Borrower) duly admitted to the practice of law
before the highest court of any state of the United States of America or of the
District of Columbia.

       

      “Daily
Rate” means the interest rate on the Bonds established in accordance with
Section 2.03(a) hereof.

       

      “Daily
Rate Period” means each period during which Bonds bear interest at Daily
Rates.

       

      “Dated
Date” means the date of issuance and delivery of the Bonds to the Initial
Purchaser thereof.

       

      “Default”
or “default” means any event which with the giving of notice, the passage of
time, or both, becomes an “event of default”.

       

      “DTC”
means The Depository Trust Company, a limited purpose trust company organized
under the laws of the State of New York, and its successors and
assigns.

       

      “Event of
Default” or “event of default” means an occurrence or event specified in and
defined as such by Section 9.01 hereof.

       

      “Exempt
Facilities” means facilities for the local furnishing of natural gas within the
meaning of Section 142(a)(8) of the 1986 Code.

       

      “Expiration
Date” means the earliest of (i) the stated expiration date of any Liquidity
Facility or Letter of Credit and (ii) the date on which the Liquidity
Facility or Letter of Credit is terminated pursuant to the terms of the
Agreement or the terms of such Liquidity Facility or Letter of
Credit.

       

      “Fitch”
means Fitch, Inc., doing business as Fitch Ratings, a corporation organized and
existing under the laws of the State of Delaware, its successors and their
assigns, or, if such entity shall be dissolved or liquidated or shall no longer
perform the functions of a securities rating agency, “Fitch” shall be deemed to
refer to any other nationally recognized Rating Agency designated by the
Borrower, with notice to the Issuer, the Trustee, the Bond Insurer, the
Liquidity Provider and the Bank.

       

      “Flexible
Rate” means the interest rate on any Bonds established in accordance with
Section 2.03(d) hereof.

       

      “Flexible
Rate Period” means each period, comprised of Flexible Segments, during which
Bonds bear interest at Flexible Rates.

       

      “Flexible
Segment” means, with respect to each Bond bearing interest at a Flexible Rate,
the period established in accordance with Section 2.03(d) hereof.

       


      
        
           


        

        
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      “Force
Majeure” means acts of God, strikes, lockouts or other industrial disturbances;
acts of public enemies; orders or restraints of any kind of the governments of
the United States or of the State, or any of their departments, agencies or
officials, or any civil or military authority; insurrections; riots; landslides;
lightning; earthquakes; fires; tornadoes; volcanoes; storms; droughts; floods;
explosions, breakage, or malfunction or accident to machinery, transmission
lines, pipes or canals, even if resulting from negligence; civil disturbances;
or any other cause not reasonably within the control of the
Borrower.

       

      The term
“government obligations” means the obligations described in
Section 8.01(B)(a)(iii)(2) hereof.

       

      "Guarantor"
means any Person that has guaranteed the obligations of the Borrower under the
Agreement, the Bond Insurance or the Reimbursement Agreement.

       

      “Indenture”
means this Indenture of Trust, including any indentures supplemental hereto or
amendatory hereof.

       

      “Initial
Purchaser” means Banc of America Securities LLC.

       

      “Initial
Letter of Credit” means the irrevocable, direct-pay Letter of Credit, in the
stated amount of $50,591,781, issued by JPMorgan Chase Bank, N.A. and effective
as of the date of delivery of the Bonds.

       

      “Insurer
Default” means any of the following events: (i) the Bond Insurer shall fail,
wholly or partially, to make a payment when and as required under the provisions
of the Bond Insurance; (ii) the Bond Insurance is surrendered, cancelled or
terminated, or amended or modified in any material respect, without the
Trustee’s prior written consent; (iii) a court of competent jurisdiction enters
a final nonappealable judgment that the Bond Insurance is not valid and binding
on or enforceable against the Bond Insurer; or (iv) the occurrence and
continuation of one or more of the following: (A) the liquidation or dissolution
of the Bond Insurer; (B) the commencement by the Bond Insurer of a voluntary
case or other proceeding seeking liquidation, reorganization or other relief
with respect to itself or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect, including without limitation the
appointment of a trustee, receiver, liquidator, custodian or other similar
official for itself or any substantial part of its property; (C) the consent of
the Bond Insurer to or the acquiescence by the Bond Insurer in any case or
proceeding described in the preceding clause (B) that is commenced against it;
(D) the making by the Bond Insurer of an assignment for the benefit of
creditors; (E) the failure of the Bond Insurer or the admission by the Bond
Insurer in writing of its inability generally to pay its debts or claims as they
become due; (F) the initiation by the Bond Insurer of any actions to authorize
any of the foregoing; (G) the commencement of an involuntary case or other
proceeding against the Bond Insurer seeking liquidation, reorganization or other
relief with respect to it or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case remaining
undismissed and unstayed for a period of 60 days; or (H) the entering of an
order for relief against the Bond Insurer under the federal bankruptcy law as
now or hereafter in effect.

       


      
        
           


        

        
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      “Interest
Payment Date” means (i) with respect to any Daily Rate Period or Weekly Rate
Period, the first Business Day of each calendar month, (ii) with respect to any
Term Rate Period, the first Business Day of the sixth calendar month following
the effective date of such Term Rate Period and the first Business Day of each
successive sixth calendar month, if any, of such Term Rate Period, (iii) with
respect to any Flexible Segment, the Business Day succeeding the last day
thereof, (iv) with respect to any Auction Rate Period, the Interest Payment
Dates set forth in Exhibit B, Auction Procedures, attached hereto, and (v) with
respect to each Rate Period, the Business Day succeeding the last day
thereof.

       

      “Investment
Securities” means any of the following:  (1) Permitted
Investments; (2) obligations, debentures, notes or other evidence of
indebtedness issued or guaranteed by any of the following:  Farm
Credit System Financial Assistance Corporation, Export-Import Bank, Federal
Financing Bank, Government National Mortgage Association, Farmers’ Home
Administration, or Federal Housing Administration; (3) obligations of any
state government the interest on which is exempt from federal income taxation
for which a nationally recognized rating service is maintaining a rating within
the top two ratings of such rating service; (4) repurchase agreements with
reputable financial institutions fully secured by collateral security actually
delivered to the Trustee described in clauses (1) or (2) of this definition
continuously having a market value at least equal to 102% of the amount so
invested and approved in writing by the Bond Insurer, the Bank, S&P, Moody’s
and Fitch at the time of such investment; (5) bankers’ acceptances maturing
not more than 360 days from the date of issuance issued by a bank (including the
Trustee and its affiliates) which are rated at least Aa by Moody’s or rated AA
by S&P or Fitch and eligible for purchase by the Federal Reserve Bank;
(6) interest-bearing demand or time deposits (including certificates of
deposit) in banks (including the Trustee and its affiliates), provided such
deposits are (a) secured at all times, and are issued by a bank which has a
rating on its short-term certificates of deposit of A-1 or better by S&P,
P-1 or better by Moody’s or F-1 or better by Fitch and mature no more than 360
days after the date of purchase or (b) fully insured by Federal deposit
insurance; and (7) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on demand or on a
specified date not more than 270 days after the date of issuance thereof) which
have been assigned the rating of at least A-1 or better by S&P, P-1 or
better by Moody’s or F-1 or better by Fitch and approved in writing by the Bond
Insurer, the Bank and S&P and Moody’s at the time of such
investment.

       

      “Issuer”
means Clark County, Nevada, as issuer of the Bonds.

       

      “Letter
of Credit” means, at any time as applicable, any direct-pay Letter of Credit,
including the Initial Letter of Credit, securing payment of the principal of,
interest and premium on the Bonds and the purchase price of the Bonds purchased
by the Tender Agent as provided in Article IV during one or more types of Rate
Periods, in all cases issued by a Bank, naming the Trustee as beneficiary,
delivered with respect to the Bonds pursuant to a Reimbursement Agreement and
Section 5.14 of the Agreement, and meeting the requirements of Section 5.14 of
the Agreement.

       

      “Liquidity
Facility” means, at any time as applicable, any standby bond purchase agreement
or other liquidity facility securing payment of the purchase price of the
Bonds

       


      
        
           


        

        
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      purchased
by the Tender Agent as provided in Article IV during one or more types of Rate
Periods, delivered pursuant to and meeting the requirements of Section 5.13 of
the Agreement.

       

      “Liquidity
Provider” means, at any time as applicable, any commercial bank, savings
association or other financial institution providing a Liquidity Facility then
in effect.

       

      “Liquidity
Provider Bonds” shall have the meaning ascribed thereto in Section 4.06(b)(i)
hereof.

       

      “Moody’s”
means Moody’s Investors Service, a corporation organized and existing under the
laws of the State of California, its successors and their assigns, and, if such
corporation shall be dissolved or liquidated or shall no longer perform the
functions of a Rating Agency, “Moody’s” shall be deemed to refer to any other
nationally recognized Rating Agency designated by the Borrower, with notice to
the Issuer, the Trustee, the Bond Insurer, the Liquidity Provider and the
Bank.

       

      “Outstanding”
or “outstanding” or “Bonds Outstanding”, in connection with the Bonds means, as
of the time in question, all Bonds authenticated and delivered under this
Indenture, including, without limitation, Bonds deemed not defeased or satisfied
after the payment by the Bond Insurer or the Bank of principal and interest on
such Bonds in accordance with Section 8.01 hereof, except:

       

      A.           Bonds
theretofore canceled or required to be canceled under Section 2.10 or 6.12
hereof;

       

      B.           Bonds
which are deemed to have been paid in accordance with Article VIII hereof;
and

       

      C.           Bonds
(including Bonds which are deemed to have been purchased pursuant to Section
4.03 hereof) in substitution for which other Bonds have been authenticated and
delivered pursuant to Article II hereof.

       

      In
determining whether the Owners of a requisite aggregate principal amount of
outstanding Bonds have concurred in any request, demand, authorization,
direction, notice, consent or waiver under the provisions of this Indenture,
Bonds which are owned of record by the Borrower or any affiliate thereof or held
by the Trustee for the account of the Borrower shall be disregarded and deemed
not to be Outstanding hereunder for the purpose of any such determination
(except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Bonds which a Responsible Officer of the Trustee actually knows to
be so owned or held shall be disregarded) unless all Bonds are owned by the
Borrower or any affiliate thereof and/or held by the Trustee for the account of
the Borrower, in which case such Bonds shall be considered outstanding for the
purpose of such determination.  For the purpose of this definition, an
“affiliate” of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person and “control”, when used with respect to any
specified Person, means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and

       


      
        
           


        

        
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      the terms
“controlling” and “controlled” have meanings correlative to the
foregoing.

       

      “Owner”
is defined under the term “Bondholder.”

       

      “Paying
Agent” means, at any time as applicable, the Trustee, acting as paying agent for
the Bonds.

       

      “Permitted
Investments” means (i) direct obligations of the United States of America
(including obligations issued or held in book-entry form on the books of the
Department of the Treasury of the United States of America);
(ii) obligations the timely payment of the principal of and interest on
which are fully guaranteed by the United States of America; (iii) money
market funds registered under the Investment Company Act of 1940, as amended,
whose shares are registered under the Securities Act of 1933, as amended, which
invest only in securities of the type described in clause (i) or (ii) of
this definition and having a rating by S&P of at least Aam-G, AAAm or A-1,
by Moody’s of at least Aaa or P-1, and by Fitch of at least AAA or F-1; or
(iv) certificates or receipts representing direct ownership interests in
future interest or principal payments on obligations described in
clause (i) or (ii) of this definition which are held by a custodian in
safekeeping on behalf of the holders of such certificates or receipts and
approved in writing by the Bond Insurer, the Bank, S&P, Moody’s and Fitch at
the time of such investments.

       

      “Person”
means natural persons, firms, partnerships, associations, corporations, trusts,
limited liability companies and public bodies.

       

      “Plans
and Specifications” means the plans and specifications for the Project as
prepared by the Borrower and heretofore approved by the Issuer.

       

      “Principal
Office” means, with respect to the Trustee, the principal corporate trust office
of the Trustee, which office at the date of acceptance of the Trustee of the
duties and obligations imposed upon it hereunder is located for the purposes and
at the addresses specified in Section 13.06 hereof.

       

      “Project”
means the facilities originally financed from proceeds of bonds which were
refunded  by the Refunded Bonds, as described in Exhibit A to the
Agreement.

       

      “Rate
Period” means any Daily Rate Period, Weekly Rate Period, Flexible Rate Period,
Term Rate Period or Auction Rate Period.

       

      “Rating
Agency” means Moody’s, if Moody’s is then rating the Bonds, S&P, if S&P
is then rating the Bonds, and Fitch, if Fitch is then rating the Bonds, or any
other nationally recognized rating agency then rating the Bonds, if, in each
case, such rating has been assigned and is being maintained at the request of
the Borrower.

       

      “Rebate
Fund” means the fund created by Section 6.14 hereof.

       

      “Record
Date” means with respect to any Interest Payment Date in respect of a Daily Rate
Period, a Weekly Rate Period, a Flexible Segment or an Auction Rate Period, the
Business Day preceding such Interest Payment Date and, with respect to any
Interest Payment

       


      
        
           


        

        
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      Date in
respect of a Term Rate Period, the fifteenth day of the calendar month preceding
such Interest Payment Date.

       

      “Refunded
Bonds” means the Issuer’s Industrial Development Revenue Bonds (Southwest Gas
Corporation) Series 2003B.

       

      “Refunding
Account” has the meaning set forth in Section 2.02(e).

       

      “Registrar”
means the Trustee, acting as registrar for the Bonds.

       

      “Reimbursement
Agreement” means any reimbursement agreement entered into by the Borrower and
the Bank in connection with the issuance of any Letter of Credit.

       

      “Remarketing
Agent” means, at any time as applicable, the remarketing agent or agents
appointed in accordance with Section 4.08 hereof and any permitted successor or
successors thereto.

       

      “Reserved
Rights” means the right of the Issuer to the payment of costs, expenses and
indemnification pursuant to Sections 4.2(d), 4.2(e), 4.2(h) and 6.4 of the
Agreement and any rights of the Issuer to receive any notices, certificates,
requests, requisitions or other communications, to make inspections and to give
consents under the Agreement.

       

      “Resolution”
means the resolution duly adopted and approved by the governing body of the
Issuer on September 16, 2008, authorizing the issuance and sale of the Bonds and
the execution and delivery of this Indenture and the Agreement and the other
documents and transactions contemplated herein or therein, and any subsequent
resolution relating to any of the Bonds which have not been issued as of the
date of such subsequent resolution.

       

      “Responsible
Officer” means when used with respect to the Trustee, any officer within the
Principal Office of the Trustee including any Vice President, Assistant Vice
President, Assistant Treasurer, Trust Officer or any other officer of the
Trustee customarily performing functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such officer’s knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.

       

      “Revenues”
means the amounts pledged hereunder to the payment of principal of, and premium,
if any, and interest on the Bonds, consisting of the following: (i) all amounts
payable from time to time by the Borrower under Section 4.2(a) of the Agreement,
and all receipts of the Trustee credited under the provisions of this Indenture
against said amounts payable, (ii) all amounts received under a Letter of
Credit, (iii) any accrued interest on the Bonds deposited with the Trustee under
Section 6.03 hereof and (iv) any income or revenue derived from the investment
of moneys in the Bond Fund.

       

      “S.E.C.”
means the Securities and Exchange Commission of the United States of
America.

       


      
        
           


        

        
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      “S&P”
means Standard & Poor’s Ratings Group, a division of The McGraw Hill
Companies, its successors and their assigns, and, if such Rating Agency shall be
dissolved or liquidated or shall no longer perform the functions of a Rating
Agency, “S&P” shall be deemed to refer to any other nationally recognized
Rating Agency designated by the Borrower, with notice to the Issuer, the
Trustee, the Bond Insurer, the Liquidity Provider and the Bank.

       

      “Securities
Depository” means, with respect to a Book-Entry Bond, DTC or any person, firm,
association or corporation constituting a “clearing agency” (securities
depository) registered under Section 17A of the Securities Exchange Act of 1934,
as amended, which may at any time be substituted in its place to act as
Securities Depository for the Bonds, or its successors, or any nominee
therefor.

       

      “State”
means the State of Nevada.

       

      “Tax
Certificate” means the Tax Certificate and Agreement, dated the date of delivery
of the Bonds, executed by the Issuer and the Borrower, as the same may be
amended and supplemented from time to time.

       

      “Tax-Exempt”
means, with respect to interest on any obligations of a state or local
government, including the Bonds, that such interest is excluded from the gross
income of the Owners thereof (other than any Owner who is a “substantial user”
of facilities financed with such obligations or a “related person” within the
meaning of Section 147(a) of the 1986 Code or Section 103(b)(13) of the Code for
federal income tax purposes, whether or not such interest is includable as an
item of tax preference or otherwise includable directly or indirectly for
purposes of calculating other tax liabilities, including any alternative minimum
tax or environmental tax under the 1986 Code.

       

      “TBMA
Swap Index” means the TBMA Municipal Swap Index most recently published in the
Bond Buyer, or,
if the Bond
Buyer no longer publishes such index or is no longer published, the
variable rate index published in a comparable periodical selected by the
Remarketing Agent.

       

      “Tender
Agent” means, at any time as applicable, the Trustee, acting as tender agent for
the Bonds.

       

      “Term
Bond” means, at any time as applicable, any Bond that bears interest at a Term
Rate.

       

      “Term
Rate” means the interest rate on the Bonds established in accordance with
Section 2.03(c) hereof.

       

      “Term
Rate Period” means each period during which the Bonds bear interest at a Term
Rate.

       

      “Trust
Estate” means the property conveyed to the Trustee pursuant to the Granting
Clauses hereof.

       


      
        
           


        

        
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      “Trustee”
means The Bank of New York Mellon Trust Company N.A., and any successor trustee
appointed and qualified pursuant to Sections 10.02, 10.06 and 10.09 hereof at
the time serving as successor Trustee hereunder.

       

      “Weekly
Rate” means the interest rate on the Bonds established in accordance with
Section 2.03(b) hereof.

       

      “Weekly
Rate Period” means each period during which Bonds bear interest at Weekly
Rates.

       

      SECTION
1.03                                NUMBER
AND GENDER.  The singular form of any word used herein, including the
terms defined in Section 1.02, shall include the plural, and vice
versa.  The use herein of a word of any gender shall include all
genders.

       

      SECTION
1.04                                CONTENT
OF CERTIFICATES AND OPINIONS.  Every certificate or opinion with
respect to compliance with a condition or covenant provided for in this
Indenture or the Agreement shall include (a) a statement that the person or
persons making or giving such certificate or opinion have read such covenant or
condition and the definitions herein relating thereto; (b) a brief statement as
to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based; (c) a
statement that, in the opinion of the signers, they have made or caused to be
made such examination or investigation as is necessary to enable them to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and (d) a statement as to whether, in the opinion of the signers,
such condition or covenant has been complied with.

       

      Any such
certificate or opinion made or given by an officer of the Issuer or the Borrower
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of or representations by counsel, unless such officer knows that the
certificate or opinion or representations with respect to the matters upon which
his certificate or opinion may be based as aforesaid are erroneous, or in the
exercise of reasonable care should have known that the same were
erroneous.  Any such certificate or opinion made or given by counsel
may be based, insofar as it relates to factual matters (with respect to which
information is in the possession of the Issuer or the Borrower), upon the
certificate or opinion of or representations by an officer of the Issuer or the
Borrower, as applicable, unless such counsel knows that the certificate or
opinion or representations with respect to the matters upon which his opinion
may be based as aforesaid are erroneous, or in the exercise of reasonable care
should have known that the same were erroneous.  Except as otherwise
explicitly stated herein, any opinion required under this Indenture to be
delivered by Bond Counsel shall be addressed and delivered, in addition to any
other parties identified herein, to the Issuer.

       

      ARTICLE
II

       

      


       

      THE
BONDS

       

      SECTION
2.01                                AUTHORIZED
AMOUNT OF BONDS.  No Bonds may be issued under the provisions of this
Indenture except in accordance with this Article.  Except as provided
in Section 2.08 hereof, the total principal amount of Bonds that may be
issued

       


      
        
           


        

        
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      hereunder
is hereby expressly limited to $50,000,000.  It is hereby recognized
that the Issuer and the Borrower have reserved the right to provide for the
issuance of other obligations not constituting Bonds pursuant to Section 4.1(b)
of the Agreement.

       

      SECTION
2.02                                ISSUANCE
OF BONDS.

       

      (a)           Authorization of
Issuance.  The Bonds are hereby authorized to be issued, and
upon such issuance the Trustee shall authenticate the Bonds and deliver them as
specified in a written request of the Issuer, as more fully provided in Sections
2.06 and 2.12.  The Bonds shall be designated “Clark County, Nevada
Industrial Development Revenue Bonds (Southwest Gas Corporation Project) Series
2008A.”  Unless the Issuer shall otherwise direct, the Bonds shall be
numbered A-1 and upward.

       

      (b)           General Terms. The
Bonds shall be issued as fully registered bonds, without coupons, in Authorized
Denominations and shall be dated the Dated Date and shall mature, subject to
prior redemption or purchase upon the terms and conditions hereinafter set
forth, on March 1, 2038.  The Trustee shall insert the date of
authentication of each Bond in the place provided for such purpose in the form
of the certificate of authentication of the Trustee to be printed on each
Bond.

       

      (c)           Manner of
Payment.  The principal of and premium, if any, and interest on
the Bonds shall be payable in any coin or currency of the United States of
America which, at the respective dates of payment thereof, is legal tender for
the payment of public and private debts (which shall be in immediately available
funds), and, except as otherwise provided in Section 2.13 hereof with respect to
Book-Entry Bonds, such principal and premium, if any, and interest thereon shall
be payable at the Principal Office of the Trustee, as Paying
Agent.  Payment of interest on any Interest Payment Date on any Bond
shall be made to the Owner thereof as of the close of business on the Record
Date immediately prior thereto and, except as otherwise provided in Section 2.13
hereof with respect to Book-Entry Bonds, shall be (i) made by check or
draft of the Trustee, as Paying Agent, mailed on the Interest Payment Date to
the Owner as of the close of business on the Record Date immediately preceding
the Interest Payment Date, at the Owner’s address as it appears on the
registration books of the Issuer kept by the Trustee or at such other address as
is furnished to the Trustee in writing by such Owner not later than the close of
business on the Record Date for such Interest Payment Date, or
(ii) transmitted by wire transfer to the account with a member of the
Federal Reserve System located within the continental United States of America
of any Owner which owns at least $1,000,000 in aggregate principal amount of the
Bonds and which shall have provided wire transfer instructions to the Trustee
prior to the close of business on such Record Date, but, in the case of interest
payable in respect of a Flexible Segment, only upon presentation of such Bond
(if such Bond is not a Book-Entry Bond) at the Principal Office of the Trustee
for exchange or transfer in accordance with the provisions hereof, except, in
each case, that, if and to the extent that there shall be a default in the
payment of the interest due on such Interest Payment Date, such defaulted
interest shall be paid to the Owners in whose names any such Bonds are
registered at the close of business on the fifth (5th) Business Day preceding
the date of payment of such defaulted interest.  All payments will be
made in immediately available funds.

       


      
        
           


        

        
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      (d)           Interest.  The
Bonds shall bear interest from and including the Dated Date until payment of the
principal or the redemption or purchase price thereof shall have been made or
provided for in accordance with the provisions hereof, whether at maturity, upon
redemption or otherwise, at the rate or rates per annum determined pursuant to
Section 2.03 hereof.  Interest on the Bonds shall be paid on each
applicable Interest Payment Date and at maturity or prior redemption or purchase
for the period commencing on the immediately preceding Interest Payment Date (or
if no interest has been paid thereon commencing on the Dated Date) to but
excluding such Interest Payment Date; provided, however, that if, as shown by
the records of the Trustee, interest on the Bonds shall be in default, Bonds
shall bear interest from the last date to which interest has been paid in full
or duly provided for on the Bonds or, if no interest has been paid or duly
provided for on the Bonds, from the Dated Date thereof.  Each Bond
shall bear interest on overdue principal at the rate borne by the Bonds on the
date on which such principal became due and payable.  During any Daily
Rate Period, Weekly Rate Period or Flexible Rate Period, interest on the related
Bonds shall be computed upon the basis of a 365 or 366-day year, as applicable,
for the number of days actually elapsed.  During any Term Rate Period
or any Auction Rate Period of greater than 180 days, interest on the Bonds shall
be computed upon the basis of a 360-day year, consisting of twelve (12) thirty
(30) day months. During any Auction Rate Period of 180 days or less, interest on
the Bonds shall be computed upon the basis of a 360-day year for the number of
days actually elapsed.

       

      (e)           Proceeds of
Sale.  The proceeds received by the Issuer from the sale of the
Bonds shall be deposited with the Trustee, who shall forthwith deposit such
proceeds as set forth in a written request of the Issuer acknowledged by the
Borrower.  Such request shall provide for such proceeds to be
deposited in the Refunding Account, which the Trustee shall create as a separate
account, held in trust hereunder.  Upon the deposit of such amount,
the Trustee shall immediately transfer such amount to The Bank of New York
Mellon Trust Company N.A., as Escrow Agent for the Refunded Bonds pursuant to an
Escrow Agreement of even date herewith, and shall close such
account.

       

      SECTION
2.03                                DETERMINATION
OF RATE PERIODS AND INTEREST RATES.  In the manner hereinafter
provided, the term of the Bonds will be divided into consecutive Rate Periods
during which all Bonds shall bear interest at the Daily Rate, the Weekly Rate,
the Flexible Rate, the Term Rate or the Auction Rate, as the case may
be.  The first Rate Period with respect to the Bonds shall be a Weekly
Rate Period commencing on the Dated Date of the Bonds.  The Bonds
shall bear interest at the rate or rates per annum established from time to time
in accordance with the provisions of this Indenture.

       

      (a)           (1)           Determination of Daily
Rate.  During each Daily Rate Period, the Bonds shall bear
interest at the Daily Rate, which shall be determined by the Remarketing Agent
not later than 10:00 a.m., New York time, on each Business Day for such Business
Day.  The Daily Rate shall be the rate determined by the Remarketing
Agent to be the lowest interest rate which would enable the Remarketing Agent to
sell such Bonds on the effective date of such rate at a price equal to 100% of
the principal amount thereof (without regard to accrued interest); provided,
however, that (1) with respect to any day which is not a Business Day, the Daily
Rate shall be the Daily Rate determined for the immediately preceding Business
Day, and (2) with respect to any other day for which the Remarketing Agent shall
not have determined a Daily Rate, the Daily Rate for such day shall be 105% of
the most recent TBMA Swap Index.  In no

       


      
        
           


        

        
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      event
shall the Daily Rate exceed the lesser of 12% per annum or the maximum rate per
annum then permitted by applicable law.  The Remarketing Agent shall
provide the Trustee with immediate telephonic notice by noon New York time
(promptly confirmed in writing) of each Daily Rate, as so determined; provided,
however that no such notice need be given if the Daily Rate so determined is the
same Daily Rate for the immediately preceding day.

       

      (ii)                Adjustment to Daily
Rate.  The Borrower, by written direction to the Issuer, the
Trustee, the Liquidity Provider, the Bank, the Remarketing Agent and the Auction
Agent, may elect that all (but not less than all) of the Bonds shall bear
interest at a Daily Rate.  Such direction shall (A) specify the
effective date of such adjustment to a Daily Rate, which shall be a Business Day
not earlier than the fifteenth (15th) day after the date of such direction (or
such shorter period of time to which the Trustee agrees), and shall be (1) in
the case of an adjustment from a Term Rate Period, the day immediately following
the last day of the then current Term Rate Period or on any day on which the
Issuer at the direction of the Borrower would be permitted to redeem such Bonds
pursuant to, and at the redemption price described in, Section 3.01(A)(3)
hereof, (2) in the case of an adjustment from a Flexible Rate Period, either the
day immediately following the last day of the then current Flexible Rate Period
or the day immediately following the last day of the last Flexible Segment for
each such Bond in the then current Flexible Rate Period all as determined in
accordance with Section 2.03(d)(iv) hereof, and (3) in the case of an adjustment
from an Auction Rate Period, the day immediately following the end of the
then-current Auction Rate Period; (B) be accompanied by a form of Opinion of
Bond Counsel to the extent required by the Tax Certificate, together with
written evidence of compliance with the terms of Section 5.15 of the Agreement;
and (C) specify the Remarketing Agent for the Bonds.  During each
Daily Rate Period commencing on the date so specified or determined and ending
on the day immediately preceding the effective date of the succeeding Rate
Period, the interest rate borne by the Bonds shall be a Daily Rate.

       

      (iii)                Notice of Adjustment to
Daily Rate.  Except with respect to an adjustment to a Daily
Rate Period from a Flexible Rate, the Trustee shall give notice of an adjustment
to a Daily Rate Period to Owners of such Bonds, by first class mail, postage
prepaid, not less than twelve (12) days prior to the effective date of such
Daily Rate Period.  Such notice shall state (1) that the interest rate
on such Bonds will be adjusted to a Daily Rate (subject to receipt of the
opinion of Bond Counsel referred to in the immediately preceding paragraph
(a)(ii) if required, and to the Borrower’s ability to rescind its election as
described in Section 2.03(g) hereof), (2) the effective date of such Daily Rate
Period, (3) except with respect to an adjustment to a Daily Rate Period from a
Weekly Rate Period, in which case the requirements of this subsection (3) shall
not apply, that all such Bonds are subject to mandatory purchase on such
effective date, and (4) the procedures of such purchase and the payment of the
purchase price.

       

      (b)           (2)           Determination of Weekly
Rate.  During each Weekly Rate Period, the Bonds shall bear
interest at the Weekly Rate, which, in the case of the first Weekly Rate
determined for each Weekly Rate Period, shall be determined by the Remarketing
Agent not later than 2:00 p.m. New York time on the first day of such Weekly
Rate Period and, thereafter, no later than the Business Day preceding each
Wednesday during such Weekly Rate Period.  The

       


      
        
           


        

        
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      Weekly
Rate shall be the rate determined by the Remarketing Agent to be the lowest
interest rate which would enable the Remarketing Agent to sell such Bonds on the
effective date of such rate at a price equal to 100% of the principal amount
thereof (without regard to accrued interest); provided, however, that if the
Remarketing Agent shall not have determined a Weekly Rate for any period, the
Weekly Rate for such period shall be the same as 105% of the most recent TBMA
Swap Index.  In no event shall the Weekly Rate exceed the lesser of
12% per annum or the maximum rate per annum then permitted by applicable
law.  The first Weekly Rate determined for each Weekly Rate Period
shall apply to the period commencing on the first day of such period and ending
on the succeeding Tuesday.  Thereafter, each Weekly Rate shall apply
to the period commencing on each Wednesday and ending on the succeeding Tuesday;
provided, however, if a Weekly Rate Period shall end on a day other than
Tuesday, the last Weekly Rate for such Weekly Rate Period shall apply to the
period commencing on the Wednesday preceding the last day of such Weekly Rate
Period and ending on such last day.  The Remarketing Agent shall
provide the Trustee with written notification on the first day of each Weekly
Rate Period of each Weekly Rate as so determined.

       

      (ii)                Adjustment to Weekly
Rate.  The Borrower, by written direction to the Issuer, the
Trustee, the Liquidity Provider, the Bank, the Remarketing Agent and the Auction
Agent, may elect that all (but not less than all) of the Bonds shall bear
interest at a Weekly Rate.  Such direction shall (A) specify the
effective date of such adjustment to a Weekly Rate, which shall be a Business
Day not earlier than the 15th day after the date of such direction (or such
shorter period of time to which the Trustee agrees) and shall be (1) in the case
of an adjustment from a Term Rate Period, the day immediately following the last
day of the then current Term Rate Period or on any day on which the Issuer at
the direction of the Borrower would be permitted to redeem such Bonds pursuant
to, and at the redemption price described in, Section 3.01(A)(3) hereof, (2) in
the case of an adjustment from a Flexible Rate Period, either the day
immediately following the last day of the then current Flexible Rate Period or
the day immediately following the last day of the last Flexible Segment for each
such Bond in the then-current Flexible Rate Period, all as determined in
accordance with Section 2.03(d)(iv) hereof and (3) in the case of an adjustment
from an Auction Rate Period, the day immediately following the end of the
then-current Auction Rate Period; (B) be accompanied by a form of Opinion of
Bond Counsel to the extent required by the Tax Certificate, together with
written evidence of compliance with the terms of Section 5.15 of the Agreement;
and (C) specify the Remarketing Agent for the Bonds.  During each
Weekly Rate Period commencing on the date so specified or determined and ending
on the day immediately preceding the effective date of the succeeding Rate
Period, the interest rate borne by the Bonds shall be a Weekly
Rate.

       

      (iii)                Notice of Adjustment to
Weekly Rate.  Except with respect to an adjustment to a Weekly
Rate Period from a Flexible Rate, the Trustee shall give notice of an adjustment
to a Weekly Rate Period to Owners of the Bonds by first class mail, postage
prepaid, not less than twelve (12) days prior to the effective date of such
Weekly Rate Period.  Such notice shall state (1) that the interest
rate on such Bonds will be adjusted to a Weekly Rate (subject to receipt of the
opinion of Bond Counsel referred to in the immediately preceding paragraph
(b)(ii), if required, and to the Borrower’s ability to rescind its election as
described in Section 2.03(g) hereof), (2) the effective date of

       


      
        
           


        

        
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      such
Weekly Rate Period, (3) except with respect to an adjustment to a Weekly Rate
Period from a Daily Rate Period, in which case the requirements of this
subsection (3) shall not apply, that all such Bonds are subject to mandatory
purchase on such effective date and (4) the procedures of such purchase and the
payment of the purchase price.

       

      (c)           (3)           Determination of Term
Rate.  During each Term Rate Period (which shall be at least
180 days in duration), the Bonds shall bear interest at the Term Rate determined
by the Remarketing Agent on a Business Day selected by the Remarketing Agent,
but not more than sixty (60) days prior to the first day of such Term Rate
Period.  The Term Rate shall be the rate determined by the Remarketing
Agent on such date, and filed on such date with the Trustee and the Borrower, by
written notice or by telephone promptly confirmed by telecopy or other writing,
as being the lowest rate which would enable the Remarketing Agent to sell such
Bonds on the effective date of such Term Rate at a price equal to 100% of the
principal amount thereof; provided, however, that if, for any reason, a Term
Rate for any Term Rate Period shall not be determined or become effective, then
the Rate Period for such Bonds shall automatically adjust to a Daily Rate
Period.  If a Daily Rate for the first day of any such Daily Rate
Period is not determined as provided in Section 2.03(a)(i) hereof, the Daily
Rate for the first day of such Daily Rate Period shall be 105% of the most
recent TBMA Swap Index.  In no event shall any Term Rate exceed the
lesser of 12% per annum or the maximum rate per annum then permitted by
applicable law.

       

      (ii)                Adjustment to or
Continuation of Term Rate.  The Borrower, by written direction
to the Issuer, the Trustee, the Liquidity Provider, the Bank, the Remarketing
Agent and the Auction Agent, may elect that all (but not less than all) of the
Bonds shall bear, or continue to bear, interest at a Term Rate, and if it shall
so elect that such Bonds shall bear or continue to bear, interest at a Term
Rate, then the Borrower shall determine the duration of the Term Rate Period
during which the Bonds shall bear interest at such Term Rate.  As a
part of such election, the Borrower also may determine that the initial Term
Rate Period shall be followed by successive Term Rate Periods and, if the
Borrower so elects, shall specify the duration of each such successive Term Rate
Period as provided in this paragraph (ii).  Such direction shall (A)
specify the effective date of each Term Rate Period, which shall be a Business
Day not earlier than the 15th day after the date of such written direction (or
such shorter period of time to which the Trustee agrees) and shall be (1) in the
case of an adjustment from a Flexible Rate Period, either the day immediately
following the last day of the then current Flexible Rate Period or the day
immediately following the last day of the last Flexible Segment for such Bond in
the then-current Flexible Rate Period, all as determined in accordance with
Section 2.03(d)(iv) hereof, (2) in the case of an adjustment from a Term Rate
Period, the day immediately following the last day of the then current Term Rate
Period or any day on which the Issuer at the direction of the Borrower would be
permitted to redeem such Bonds pursuant to, and at the redemption price
described in, Section 3.01(A)(3) hereof and (3) in the case of an adjustment
from an Auction Rate Period, the day immediately following the end of the
then-current Auction Rate Period; (B) specify the last day of such Term Rate
Period or, if successive Term Rate Periods shall have been designated, the last
day of each such Term Rate Period (which shall be for each Term Rate Period
either the date immediately preceding the final maturity date of the Bonds, or a
day which

       


      
        
           


        

        
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      both
immediately precedes a Business Day and is at least 180 days after the effective
date thereof); (C) unless the adjustment is from a Term Rate Period of
equal duration, be accompanied by a form of opinion of Bond Counsel to the
effect that such adjustment (1) is authorized or permitted by the Act and this
Indenture and (2) will not adversely affect the Tax-Exempt status of such Bonds,
which opinion of Bond Counsel described in clause (C) above, if required, must
be delivered on the effective date of such adjustment and (D) with respect to
the continuation of a Term Rate Period, specify the Remarketing Agent for the
Bonds on the effective date of such continuation.  Notwithstanding the
stated date of termination of any Term Rate Period, the Borrower may elect to
cause an adjustment to any other Rate Period as of any date on which the
affected Bonds are subject to redemption pursuant to Section 3.01(A)(3)
hereof.

       

      If, by
the fourteenth (14th) day prior to the last day of any Term Rate Period, the
Trustee shall not have received notice of the Borrower’s election that, during
the succeeding Rate Period, the Bonds shall bear interest at a Daily Rate, a
Weekly Rate, a Flexible Rate, a Term Rate or an Auction Rate, the succeeding
Rate Period of such Bonds shall be a Weekly Rate Period until the interest rate
on such Bonds is adjusted to another Rate Period, and the Bonds shall be subject
to purchase pursuant to Section 4.02.

       

      (iii)                Notice of Adjustment to or
Continuation of Term Rate.  Except with respect to an
adjustment to a Term Rate Period from a Flexible Rate, the Trustee shall give
notice of an adjustment to (or the continuation of) a Term Rate Period to Owners
of such Bonds, by first class mail, postage prepaid, not less than twelve (12)
days prior to the effective date of such Term Rate Period. Such notice shall
state (1) that the interest rate on such Bonds will be adjusted to, or continue
to be, a Term Rate (subject to receipt of the opinion of Bond Counsel referred
to in the immediately preceding paragraph (ii), if required, and to the
Borrower’s ability to rescind its election as described in Section 2.03(g)
hereof), (2) the effective date and the last day of such Term Rate Period, (3)
that the Term Rate for such Term Rate Period will be determined on or prior to
the effective date thereof, (4) how such Term Rate may be obtained from the
Remarketing Agent, (5) the Interest Payment Dates after such effective date, (6)
that all such Bonds are subject to mandatory purchase on such effective date,
(7) the procedures of such purchase and the payment of the purchase price and
(8) the redemption provisions set forth in Section 3.01 hereof which will apply
during such Term Rate Period.

       

      (d)           (4)           Determination of Flexible
Segments and Flexible Rates.  During each Flexible Rate Period
for the Bonds, each Bond shall bear interest during each Flexible Segment for
such Bond as described herein.  Different Flexible Segments and
Flexible Rates may apply to different Bonds at any time and from time to
time.  The Flexible Segment for each such Bond shall be a period of at
least one day and not more than 270 days ending on a day that immediately
precedes a Business Day, determined by the Remarketing Agent to be the period
which, together with all such other Flexible Segments for all Bonds then
Outstanding, will result in the lowest overall interest expense on the Bonds
over the succeeding 270 days.  The Flexible Rate for each Flexible
Segment for each Bond shall be determined by the Remarketing Agent no later than
1:00 p.m., New York time on the Business Day preceding the first day of such
Flexible Segment (and in time to enable the Remarketing Agent to give to the
Trustee the notice required by Section 4.04(c) hereof) to be the lowest interest
rate which would enable the Remarketing

       


      
        
           


        

        
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      Agent to
sell such Bonds on the effective date of such rate at a price equal to 100% of
the principal amount thereof.  If a Flexible Segment or a Flexible
Rate for a Flexible Segment is not determined or effective, the Flexible Segment
for such Bond shall be a Flexible Segment of one day, and the Flexible Rate for
such Flexible Segment of one day shall be 105% of the most recent TBMA Swap
Index.  In no event shall the Flexible Rate for any Flexible Segment
exceed the lesser of 12% per annum or the maximum rate per annum then permitted
by applicable law.  The Remarketing Agent shall provide the Trustee
with facsimile or telephonic notice of each Flexible Segment and Flexible Rate,
as provided in Section 4.04(c) hereof.

       

      (ii)                Adjustment to Flexible
Rates.  The Borrower, by written direction to the Issuer, the
Trustee, the Liquidity Provider, the Bank, the Remarketing Agent and the Auction
Agent, may elect that all (but not less than all) of the Bonds shall bear
interest at Flexible Rates.  Such direction shall (A) specify the
effective date of the Flexible Rate Period during which such Bonds shall bear
interest at Flexible Rates, which shall be a Business Day not earlier than the
fifteenth (15th) day after the date of such direction (or such shorter period of
time to which the Trustee agrees), and shall be (1) in the case of an adjustment
from a Term Rate Period, the day immediately following the last day of the then
current Term Rate Period or any day on which the Issuer at the direction of the
Borrower would be permitted to redeem such Bonds pursuant to, and at the
redemption price described in, Section 3.01(A)(3) hereof and (2) in the case of
an adjustment from an Auction Rate Period, the day immediately following the end
of the then-current Auction Rate Period; (B) be accompanied by a form of Opinion
of Bond Counsel to the extent required by the Tax Certificate, together with
written evidence of compliance with the terms of Section 5.15 of the Agreement;
and (C) specify the Remarketing Agent for the Bonds.  During each
Flexible Rate Period commencing on the date so specified or determined and
ending on the day immediately preceding the effective date of the succeeding
Rate Period, the interest rate borne by the Bonds shall be a Flexible
Rate.

       

      (iii)                Notice of Adjustment to
Flexible Rates.  Except with respect to an adjustment to a
Flexible Rate Period from a Flexible Rate Period, the Trustee shall give notice
of an adjustment to a Flexible Rate Period to Owners of the Bonds, by first
class mail, postage prepaid, not less than twelve (12) days prior to the
effective date of such Flexible Rate Period.  Such notice shall state
(1) that the interest rate on such Bonds will be adjusted to the Flexible Rate
(subject to receipt of the opinion of Bond Counsel referred to in the
immediately preceding paragraph (ii), if required, and to the Borrower’s ability
to rescind its election as described in Section 2.03(g) hereof), (2) the
effective date of such Flexible Rate Period, (3) that all such Bonds are subject
to mandatory purchase on such effective date and (4) the procedures of such
purchase and the payment of the purchase price.

       

      (iv)                Adjustment from Flexible
Rates.  At any time during a Flexible Rate Period, the Borrower
may elect that the Bonds shall no longer bear interest at Flexible Rates and
shall instead bear interest as otherwise permitted under this
Indenture.  The Borrower shall give written notice to the Issuer, the
Trustee, the Liquidity Provider, the Bank and the Remarketing Agent of such
election and shall specify the Rate Period to follow with respect to such Bonds
upon cessation of the Flexible Rate Period and instruct the Remarketing Agent to
(1) determine Flexible Segments of such duration that, as soon

       


      
        
           


        

        
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      as
possible, all Flexible Segments shall end on the same date, not earlier than the
fourteenth (14th) day (or such shorter period of time to which the Trustee
agrees) after the date of such written notice from the Borrower, and upon the
establishment of such Flexible Segments the day succeeding the last day of all
such Flexible Segments shall be the effective date of the Rate Period elected by
the Borrower; or (2) determine Flexible Segments that will best promote an
orderly transition to the succeeding Rate Period to apply to such Bonds,
beginning not earlier than the fourteenth (14th) day (or such shorter period of
time to which the Trustee agrees) after the date of such written notice from the
Borrower.  If the Borrower elects the alternative in clause (2) above,
the day succeeding the last day of the Flexible Segment for each such Bond shall
be, with respect to such Bond, the effective date of the new Rate Period elected
by the Borrower.  The Remarketing Agent, promptly upon the
determination thereof, shall give written notice of such last day and such
effective dates to the Borrower, the Liquidity Provider, the Bank and the
Trustee.  During any transitional period from a Flexible Rate Period
to the succeeding Rate Period in accordance with clause (2) above, the
provisions of this Indenture shall be deemed to apply to such Bonds as follows:
such Bonds continuing to bear interest at Flexible Rates shall have applicable
to them the provisions hereunder theretofore applicable to such Bonds as if all
Bonds were continuing to bear interest at Flexible Rates and such Bonds bearing
interest in the Rate Period to which the transition is being made will have
applicable to them the provisions hereunder as if all such Bonds were bearing
interest in such Rate Period.

       

      (e)           (5)           Determination of Auction
Rate.  During each Auction Rate Period, the Bonds shall bear
interest at the Auction Rate, determined pursuant to Exhibit B, Auction
Procedures, attached hereto.

       

      (ii)                Adjustment to Auction
Rate.  The Borrower, by written direction to the Issuer, the
Trustee, the Liquidity Provider, the Bank, and the Remarketing Agent, may elect
that all (but not less than all) of the Bonds shall bear interest at an Auction
Rate.  Such direction shall (A) specify the effective date of such
adjustment to an Auction Rate, which shall be a Business Day not earlier than
the fifteenth (15th) day after the date of such direction (or such shorter
period of time to which the Trustee agrees) and shall be (1) in the case of an
adjustment from a Term Rate Period, the day immediately following the last day
of the then current Term Rate Period or on any day on which the Issuer at the
direction of the Borrower would be permitted to redeem such Bonds pursuant to,
and at the redemption price described in, Section 3.01(A)(3) hereof, and (2) in
the case of an adjustment from a Daily Rate Period, a Weekly Rate Period or a
Flexible Rate Period, an Interest Payment Date on which interest is payable for
the Daily Rate Period, Weekly Rate Period or Flexible Segment from which the
adjustment is to be made; (B) be accompanied by a form of Opinion of Bond
Counsel to the extent required by the Tax Certificate; and (C) specify the
Auction Agent and the Broker-Dealer appointed by the Borrower in accordance with
Appendix D.  During each Auction Rate Period commencing on the date so
specified or determined and ending on the day immediately preceding the
effective date of the succeeding Rate Period, the interest rate borne by the
Bonds shall be an Auction Rate.

       


      
        
           


        

        
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      In the
event of an adjustment of the Bonds to an Auction Rate Period, the Auction Rate
Period commencing on the effective date of such adjustment shall expire on and
include the initial Auction Date (as defined in Exhibit B
hereto).  The initial Auction Date (which shall be the day of the week
on which Auctions (as defined in Exhibit B hereto) will generally be conducted)
shall be determined by the Borrower on or prior to the effective date of such
adjustment to an Auction Rate Period.  The Auction Rate for the
initial Auction Rate Period shall be determined by the Broker-Dealer (as defined
in Exhibit B) for the Bonds on or prior to the effective date of such adjustment
to an Auction Rate Period as the lowest rate which, in the judgment of such
Broker-Dealer, is necessary to enable the Bonds to be remarketed on such
effective date at a price (without regard to accrued interest) equal to the
principal amount thereof.  After the initial Auction Rate Period, each
Auction Rate Period shall be determined in accordance with Exhibit B
hereto.  For any other Auction Rate Period that is not an initial
Auction Rate Period, the Auction Rate shall be the rate of interest determined
in accordance with Exhibit B hereto.

       

      (iii)                Notice of Adjustment to
Auction Rate.  Except with respect to an adjustment to an
Auction Rate Period from a Flexible Rate, the Trustee shall give notice of an
adjustment to an Auction Rate Period to Owners of such Bonds, by first class
mail, postage prepaid, not less than twelve (12) days prior to the effective
date of such Auction Rate Period.  Such notice shall state (1) that
the interest rate on such Bonds will be adjusted to an Auction Rate (subject to
receipt of the opinion of Bond Counsel referred to in the immediately preceding
paragraph (ii) if required, and to the Borrower’s ability to rescind its
election as described in Section 2.03(g) hereof), (2) the effective date of such
Auction Rate Period, (3) that all such Bonds are subject to mandatory purchase
on such effective date and (4) the procedures of such purchase and the payment
of the purchase price.

       

      (f)           Determinations
Binding.  The establishment and determination by the
Remarketing Agent or the Auction Agent, as applicable, of each Daily Rate,
Weekly Rate, Term Rate, each Flexible Segment and Flexible Rate and each Auction
Rate shall, absent manifest error, be conclusive and binding upon the
Remarketing Agent, the Auction Agent, the Liquidity Provider, the Bank, the
Trustee, the Issuer, the Borrower and the Owners of the Bonds.

       

      (g)           Rescission of Election;
Automatic Adjustment.  Notwithstanding anything herein to the
contrary, the Borrower may rescind any election by it to adjust to or, in the
case of a Term Rate Period, continue a Rate Period pursuant to Section
2.03(a)(ii), (b)(ii), (c)(ii), (d)(ii) or (e)(ii) hereof prior to the effective
date of such adjustment or continuation by giving written notice thereof to the
Issuer, the Trustee, the Liquidity Provider, the Bank, the Remarketing Agent and
the Auction Agent prior to such effective date.  At the time the
Borrower gives notice to rescind any election by it to adjust to, or in the case
of a Term Rate Period, continue a Rate Period pursuant to Section 2.03(a)(ii),
(b)(ii), (c)(ii), (d)(ii) or (e)(ii) hereof, it may also elect to continue the
then effective Rate Period; provided, however, if the Rate Period then in effect
is a Term Rate Period, the subsequent Term Rate Period shall not be of different
duration than the Term Rate Period then in effect unless the Borrower, prior to
the expiration of the then-current Term Rate Period, provides to the Trustee and
the Issuer an opinion of Bond Counsel to the effect that the continuation in a
Term Rate Period of a different duration does not adversely affect the
Tax-Exempt status of the affected Bonds.  If the notice of such
rescission does not

       


      
        
           


        

        
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      become
effective for any reason, and the Borrower does not elect to continue the Rate
Period then in effect, the Rate Period shall automatically adjust to or continue
in a Daily Rate Period.  If a Daily Rate for the first day of any
Daily Rate Period to which a Rate Period is adjusted under this Section 2.03(g)
is not determined as provided in Section 2.03(a)(i) hereof, the Daily Rate for
the first day of such Daily Rate Period shall be 105% of the most recent TBMA
Swap Index.  The Trustee shall immediately give written notice of each
such automatic adjustment to a Rate Period pursuant to this Section 2.03(g) to
the Owners in the form provided in Section 2.03(a)(iii) hereof.

       

      Notwithstanding
the rescission of any notice to adjust or continue a Rate Period, if notice has
been given to Bondholders pursuant to Section 2.03(a)(iii), (b)(iii), (c)(iii),
(d)(iii) or (e)(iii), the Bonds shall be subject to mandatory purchase as
specified in such notice.

       

      (h)           Liquidity Provider
Bonds.  Notwithstanding any other provision of this Indenture,
including any provision of this Section 2.03 relating to the determination of
interest rates on the Bonds, any Liquidity Provider Bond shall bear interest at
the rate, payable at the times and in the manner, specified by such Liquidity
Facility.

       

      (i)           Bank
Bonds.  Notwithstanding any other provision of this Indenture,
including any provision of this Section 2.03 relating to the determination of
interest rates on the Bonds, any Bank Bond shall bear interest at the rate,
payable at the times and in the manner, specified in the related Reimbursement
Agreement.

       

      SECTION
2.04                                OWNERSHIP,
TRANSFER, EXCHANGE AND REGISTRATION OF BONDS.  The Issuer shall cause
books for the registration and for the transfer of the Bonds as provided herein
to be kept by the Trustee, which is hereby constituted and appointed the
Registrar and transfer agent for the Bonds.  The Issuer shall prepare
and deliver to the Trustee, and the Trustee shall keep custody of, a supply of
unauthenticated Bonds duly executed by the Issuer, as provided in Section 2.05
hereof, for use in the transfer and exchange of Bonds.  The Trustee is
hereby authorized and directed to complete such forms of Bonds as to principal
amounts and registered owners, in accordance with the provisions hereof, in
effecting transfers and exchanges of Bonds as provided herein.

       

      Upon
surrender for transfer of any Bond at the Principal Office of the Trustee, duly
endorsed for transfer or accompanied by a written instrument or instruments of
transfer in form satisfactory to the Trustee duly executed by the registered
owner or his attorney duly authorized in writing, the Trustee shall date and
execute the certificate of authentication on and deliver in the name of the
transferee or transferees a new Bond or Bonds duly executed by the Issuer of
Authorized Denominations and for a like aggregate principal amount.

       

      Any Bond
or Bonds may be exchanged at the Principal Office of the Trustee for a new Bond
or Bonds of like aggregate principal amount in Authorized Denominations. Upon
surrender of any Bond or Bonds for exchange, the Trustee shall date and execute
the certificate of authentication on and deliver a new Bond or Bonds duly
executed by the Issuer which the Bondholder making the exchange is entitled to
receive.

       


      
        
           


        

        
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      Except in
connection with the remarketing of any Bonds, the Trustee shall not be required
to transfer or exchange any Bond after the mailing of notice calling such Bond
or portion thereof for redemption, nor during the period of ten days preceding
the mailing of such notice of redemption.

       

      Except as
provided in Section 4.03, hereof, the person in whose name any Bond shall be
registered shall be deemed and regarded as the absolute owner thereof for all
purposes, and payment of the principal of, premium, if any, or interest on any
Bond shall be made only to or upon the written order of the registered Owner
thereof or his legal representative, but such registration may be changed as
hereinabove provided.  All such payments shall be valid and effective
to satisfy and discharge the liability upon such Bond to the extent of the sum
or sums so paid.

       

      The
Issuer and the Trustee shall require the payment by the Bondholder requesting
exchange or transfer (other than an exchange upon a partial redemption of a
Bond) of any tax, fee or other governmental charge required to be paid with
respect to such exchange or transfer, but otherwise no charge shall be made to
the Bondholder for such exchange or transfer.

       

      SECTION
2.05                                EXECUTION
OF BONDS.  The Bonds shall be signed in the name and on behalf of the
Issuer with the manual or facsimile signature of the Chairman of its Board of
Commissioners and its Treasurer and attested by the manual or facsimile
signature of its Clerk or Deputy Clerk.  The Bonds shall then be
delivered to the Trustee for authentication by it.  In case any
officer who shall have signed any of the Bonds shall cease to be such officer
before the Bonds so signed or attested shall have been authenticated or
delivered by the Registrar or issued by the Issuer, such Bonds may nevertheless
be authenticated, delivered and issued and, upon such authentication, delivery
and issuance, shall be as binding upon the Issuer as though those who signed and
attested the same had continued to be such officers of the
Issuer.  Also, any Bond may be signed on behalf of the Issuer by such
persons as on the actual date of the execution of such Bond shall be the proper
officers although on the nominal date of such Bond any such person shall not
have been such officer.

       

      SECTION
2.06                                AUTHENTICATION.  No
Bond shall be valid for any purpose until the certificate of authentication on
such Bond shall have been duly executed by the Trustee, and such authentication
shall be conclusive proof that such Bond has been duly authenticated and
delivered under this Indenture and that the Owner thereof is entitled to the
benefits of the trust hereby created.  The Trustee’s certificate of
authentication on any Bond shall be deemed to have been executed by it if
manually signed by an authorized signatory of the Trustee, but it shall not be
necessary that the same signatory sign the certificate of authentication on all
of the Bonds issued hereunder.

       

      Upon
authentication of any Bond, the Trustee shall set forth on such Bond (1) the
date of such authentication and (2) if the Bonds are not Book-Entry Bonds, in
the case of a Bond bearing interest at a Flexible Rate, such Flexible Rate, the
day succeeding the last day of the applicable Flexible Segment, the number of
days comprising such Flexible Segment and the amount of interest to accrue
during such Flexible Segment.

       


      
        
           


        

        
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      SECTION
2.07                                FORM
OF BONDS.  The Bonds and the certificates of authentication to be
executed thereon shall be in substantially the form attached hereto as
Exhibit A, with such appropriate variations, omissions and insertions as
are permitted or required by this Indenture, or such other form as may be
approved by the Issuer.

       

      Upon
adjustment to a Term Rate Period, the form of Bond may include a summary of the
mandatory and optional redemption provisions to apply to the Bonds during such
Term Rate Period, or a statement to the effect that the Bonds will not be
optionally redeemed during such Term Rate Period, and a statement indicating the
applicable Term Rate and the duration of the applicable Term Rate Period,
provided that the Registrar shall not authenticate such a revised Bond form
prior to receiving an opinion of Bond Counsel (a copy of which shall also be
delivered to the Issuer) that such Bond form conforms to the terms of the Act
and of this Indenture and that authentication thereof will not adversely affect
the Tax-Exempt status of such Bonds.

       

      Upon
delivery of Bond Insurance for the Bonds, the form of the Bonds may include a
summary of the terms of the Bond Insurance.

       

      SECTION
2.08                                MUTILATED,
DESTROYED, LOST OR STOLEN BONDS.  In the event any Bond or temporary
Bond is mutilated, lost, stolen or destroyed, the Trustee may authenticate a new
Bond duly executed by the Issuer of like date and denomination as that
mutilated, lost, stolen or destroyed; provided that, in the case of any
mutilated Bond, such mutilated Bond shall first be surrendered to the Trustee,
and in the case of any lost, stolen or destroyed Bond, there shall be first
furnished to the Trustee evidence of such loss, theft or destruction
satisfactory to the Trustee, together with indemnity to the Issuer and the
Trustee satisfactory to them.  In the event any such Bond shall have
matured, instead of issuing a duplicate Bond, the Trustee on behalf of the
Issuer may pay the same without surrender thereof.  The Issuer and the
Trustee may charge the Owner of such Bond with their reasonable fees and
expenses in this connection.  The Issuer shall cooperate with the
Trustee in connection with the issue of replacement Bonds, but nothing in this
Section shall be construed in derogation of any rights which the Issuer, the
Borrower or the Trustee may have to receive indemnification against liability,
or payment or reimbursement of expenses, in connection with the issue of a
replacement Bond.

       

      If, after
the delivery of such new Bond, a bona fide purchaser of the original Bond in
lieu of which such new Bond was issued presents for payment or registration such
original Bond, the Trustee shall be entitled to recover such new Bond from the
person to whom it was delivered or any person taking therefrom, except a bona
fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Trustee or the Issuer in connection therewith.

       

      Each
duplicate Bond delivered in accordance with this Section, except as otherwise
provided herein, shall constitute an original additional contractual obligation
of the Issuer and shall be entitled to the benefit and security of this
Indenture to the same extent as the Bond in lieu of which such duplicate Bond
was delivered.

       


      
        
           


        

        
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      All Bonds
shall be held and owned upon the express condition that the foregoing provisions
are, to the extent permitted by law, exclusive with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Bonds, and shall preclude any
and all other rights or remedies.

       

      SECTION
2.09                                TEMPORARY
BONDS.  Pending preparation of definitive Bonds, or by agreement with
the purchasers of all Bonds, the Issuer may issue and, upon its request, the
Trustee shall authenticate, in lieu of definitive Bonds, one or more temporary
printed or typewritten Bonds in Authorized Denominations of substantially the
tenor recited above.  Upon request of the Issuer, the Trustee shall
authenticate definitive Bonds in exchange for and upon surrender of an equal
principal amount of temporary Bonds.  Until so exchanged, temporary
Bonds shall have the same rights, remedies and security hereunder as definitive
Bonds.

       

      SECTION
2.10                                CANCELLATION
AND DISPOSITION OF SURRENDERED BONDS.  Whenever any Outstanding Bond
shall be delivered to the Trustee for transfer, exchange or cancellation
pursuant to this Indenture, upon payment of the principal amount represented
thereby, or for replacement pursuant to Section 2.08 hereof, such Bond shall be
promptly canceled and disposed of by the Trustee in accordance with its ordinary
customs and practices.

       

      SECTION
2.11                                USE
OF CERTAIN MONEYS IN THE BOND FUND UPON REFUNDING.  In the event that
refunding bonds shall be issued by the Issuer to pay the principal of or
premium, if any, on all or any portion of the Bonds, the net proceeds of the
refunding bonds remaining after payment of expenses incident to the refunding
shall be deposited by the Issuer into the Bond Fund as provided in Section 6.03
hereof.  All moneys remaining in the Bond Fund on the date of the
refunding to be used to pay interest on the bonds to be refunded shall be held,
as collateral for the payment of the bonds to be refunded, by the Trustee, in
trust for and on behalf of the Owners of the bonds to be refunded, together with
the portion of the proceeds of the sale of the refunding bonds so deposited and
any investments or reinvestments of such proceeds, in one or more separate
subaccounts in the Bond Fund irrevocably in trust for the respective holders of
bonds to be refunded, and upon defeasance of the bonds to be refunded as
provided in Article VIII hereof shall be held, invested and used as provided in
Article VIII hereof.  Investment income or profit on any such
investments or reinvestments shall remain in the Bond Fund.

       

      SECTION
2.12                                DELIVERY
OF THE BONDS.  Upon or at any time after the execution and delivery of
this Indenture, the Issuer shall execute and deliver to the Trustee and the
Trustee shall authenticate the Bonds and deliver them to the applicable Initial
Purchaser as directed by the Issuer as hereinafter in this Section
provided.

       

      Prior to
the delivery by the Trustee of any of the Bonds there shall be filed with the
Trustee:

       

      (1)           A
copy of the Resolution, duly certified by the Clerk or Deputy Clerk of the
Issuer, authorizing issuance of such Bonds.

       


      
        
           


        

        
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      (2)           Original
executed counterparts of the Agreement, this Indenture, the Tax Certificate and
the Initial Letter of Credit.

       

      (3)           A
request and authorization to the Trustee on behalf of the Issuer, signed by the
Chairman and the Clerk or Deputy Clerk of the Issuer and acknowledged by the
Borrower, to authenticate and deliver the Bonds pursuant to Section 2.14
hereof, registered in the names and in the Authorized Denominations specified to
the Trustee by the applicable Initial Purchaser, upon payment by such Initial
Purchaser to the Trustee of the sum specified in such request and authorization
for deposit in the Refunding Account, plus accrued interest, if any, on the
Bonds to the date of delivery.

       

      SECTION
2.13                                BOOK-ENTRY
SYSTEM.  

       

      (a)           Anything
in this Indenture to the contrary notwithstanding, any Bond may be authorized
and issued as a Book-Entry Bond.

       

      (b)           For
all purposes of this Indenture, the Owner of a Book-Entry Bond shall be the
Securities Depository therefor and neither the Issuer, the Trustee, the Paying
Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the
Registrar shall have any responsibility or obligation to the beneficial owner of
such Bond or to any direct or indirect participant in such Securities
Depository, except as expressly provided in this Indenture.  Without
limiting the generality of the foregoing, neither the Issuer, the Trustee, the
Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the
Registrar shall have any responsibility or obligation to any such participant or
to the beneficial owner of a Book-Entry Bond with respect to (i) the accuracy of
the records of the Securities Depository or any participant with respect to any
beneficial ownership interest in such Bond, (ii) the delivery to any participant
of the Securities Depository, the beneficial owner of such Bond or any other
person, other than the Securities Depository, of any notice with respect to such
Bond, including any notice of the redemption or purchase thereof, or (iii) the
payment to any participant of the Securities Depository, the beneficial owner of
such Bond or any other person, other than the Securities Depository, of any
amount with respect to the principal, redemption price, if applicable, or
purchase price of, or interest on, such Bond.  The Issuer, the
Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction
Agent and the Registrar may treat the Securities Depository therefor as, and
deem such Securities Depository to be, the absolute owner of a Book-Entry Bond
for all purposes whatsoever, including, but not limited to, (1) payment of the
principal, redemption price, if applicable, or purchase price of, and interest
on, such Bond, (2) giving notices of redemption or purchase and of other matters
with respect to such Bond, (3) registering transfers with respect to such Bond
as permitted hereby and (4) except as expressly provided in this Indenture,
giving to the Issuer, the Trustee, the Paying Agent, the Tender Agent, the
Remarketing Agent, the Auction Agent or the Registrar any notice, consent,
request or demand pursuant to the Indenture for any purpose
whatsoever.  The Trustee, acting as Paying Agent, shall pay the
principal or redemption price, if applicable, of, and interest on, a Book-Entry
Bond, and the Trustee, acting as Tender Agent, shall pay the purchase price of a
Book-Entry Bond, only to or upon the order of the Securities Depository
therefor, and all such payments shall be valid and effective to satisfy fully
and discharge the Issuer’s obligations with respect to such principal or
redemption price or purchase price, and interest, to the extent of the sum or
sums so paid.  Except as otherwise provided in subsection (d) of this
Section 2.13, no

       


      
        
           


        

        
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      person
other than the Securities Depository shall receive a Bond or other instrument
evidencing the Issuer’s obligation to make payments of the principal, redemption
price or purchase price thereof, and interest thereon.

       

      (c)           The
Issuer, by notice to the Trustee, the Paying Agent, the Tender Agent, the
Registrar, the Remarketing Agent, the Auction Agent and a Securities Depository,
may, with the prior written consent of the Borrower, and shall, at the written
direction of an Authorized Borrower Representative, terminate the services of
such Securities Depository with respect to the Book-Entry Bonds for which such
Securities Depository serves as securities depository if the Issuer determines
that (i) the Securities Depository is unable to discharge its responsibilities
with respect to such Bond or (ii) a continuation of the requirement that all of
the Bonds issued as Book-Entry Bonds be registered in the registration books of
the Issuer kept by the Trustee in the name of the Securities Depository is not
in the best interests of the beneficial owners of such Bonds or of the
Issuer.

       

      (d)           Upon
the termination of the services of a Securities Depository with respect to a
Book-Entry Bond pursuant to clause (ii) of subsection (c) of this Section 2.13,
such Bond no longer shall be restricted to being registered in the registration
books kept by the Registrar in the name of a Securities
Depository.  Upon the termination of the services of a Securities
Depository with respect to a Book-Entry Bond pursuant to clause (i) of
subsection (c) of this Section 2.13, the Issuer may, with the prior written
consent of the Borrower, and shall, at the written direction of an Authorized
Borrower Representative, within ninety (90) days thereafter appoint a substitute
securities depository which, in the opinion of the Issuer, is willing and able
to undertake the functions of Securities Depository under this Indenture upon
reasonable and customary terms.  If no such successor can be found
within such period, such Book-Entry Bond shall no longer be restricted to being
registered in the registration books of the Issuer kept by the Trustee in the
name of a Securities Depository.  In the event that a Book-Entry Bond
shall no longer be restricted to being registered in the registration books of
the Issuer kept by the Trustee in the name of a Securities Depository, (i) the
Issuer shall execute and the Trustee shall authenticate and deliver, upon
presentation and surrender of the Book-Entry Bond, Bond certificates as
requested by the Securities Depository so terminated of like principal amount,
maturity and interest rate, in Authorized Denominations, to the identifiable
beneficial owners in replacement of such beneficial owners’ beneficial ownership
interests in such Book-Entry Bond and (ii) the Trustee shall notify the
Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no
longer restricted to being registered in the registration books of the Issuer
kept by the Trustee in the name of a Securities Depository; provided, however
that such registration shall not be terminated by the Issuer or the Borrower
without an opinion of Bond Counsel confirming that such termination of
registration will not adversely affect the Tax-Exempt status of any
Bonds.

       

      (e)           Anything
in this Indenture to the contrary notwithstanding, payment of the redemption
price of a Book-Entry Bond, or portion thereof, called for redemption prior to
maturity may be paid to the Securities Depository by wire transfer of
immediately available funds.  Anything in the Indenture to the
contrary notwithstanding, such redemption price may be paid without presentation
and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or
portion thereof, called for redemption; provided, however, that payment of (a)
the principal payable at maturity of a Book-Entry Bond and (b) the redemption
price of a Book

       


      
        
           


        

        
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      Entry
Bond as to which the entire principal amount thereof has been called for
redemption shall be payable only upon presentation and surrender of such
Book-Entry Bond to the Trustee, as Paying Agent; and provided, further, that no
such redemption price shall be so payable without presentation and surrender
unless such Book-Entry Bond shall contain or have endorsed thereon a legend
substantially to the following effect (or such other legend(s) of similar
content as may be determined to be necessary or desirable by the Issuer or the
Securities Depository):

       

      “AS
PROVIDED IN THE INDENTURE REFERRED TO HEREIN, UNTIL THE TERMINATION OF THE
SYSTEM OF BOOK-ENTRY-ONLY TRANSFERS THROUGH [NAME OF SECURITIES DEPOSITORY]
(TOGETHER WITH ANY SUCCESSOR SECURITIES DEPOSITORY APPOINTED PURSUANT TO THE
INDENTURE, “[NAME OF SECURITIES DEPOSITORY]”), AND NOTWITHSTANDING ANY OTHER
PROVISION OF THE INDENTURE TO THE CONTRARY, (A) THIS BOND MAY BE TRANSFERRED, IN
WHOLE BUT NOT IN PART, ONLY TO A NOMINEE OF [NAME OF SECURITIES DEPOSITORY], OR
BY A NOMINEE OF [NAME OF SECURITIES DEPOSITORY] TO [NAME OF SECURITIES
DEPOSITORY] OR A NOMINEE OF [NAME OF SECURITIES DEPOSITORY], OR BY [NAME OF
SECURITIES DEPOSITORY] OR A NOMINEE OF [NAME OF SECURITIES DEPOSITORY] TO ANY
SUCCESSOR SECURITIES DEPOSITORY OR ANY NOMINEE THEREOF AND (B) A PORTION OF THE
PRINCIPAL AMOUNT OF THIS BOND MAY BE PAID OR REDEEMED WITHOUT SURRENDER HEREOF
TO THE PAYING AGENT.  [NAME OF SECURITIES DEPOSITORY] OR A NOMINEE,
TRANSFEREE OR ASSIGNEE OF [NAME OF SECURITIES DEPOSITORY] MAY NOT RELY UPON THE
PRINCIPAL AMOUNT INDICATED HEREON AS THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND
UNPAID.  THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID SHALL FOR
ALL PURPOSES BE THE AMOUNT DETERMINED IN THE MANNER PROVIDED IN THE
INDENTURE.”

       

      Anything
in this Indenture to the contrary notwithstanding, upon any such payment to the
Securities Depository without presentation and surrender, for all purposes of
(i) the Book-Entry Bond as to which such payment has been made and (ii) this
Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall
be reduced automatically by the principal amount so paid.  In such
event, the Trustee shall notify forthwith the Remarketing Agent or the Auction
Agent as to the particular Book-Entry Bond as to which such payment has been
made, and the principal amount of such Bond so paid, and the Trustee shall note
such payment on the registration books of the Issuer kept by it, but failure to
make any such notation shall not affect the automatic reduction of the principal
amount of such Book-Entry Bond Outstanding as provided in this
subsection.

       

      (f)           For
all purposes of this Indenture authorizing or permitting the purchase of Bonds,
or portions thereof, by, or for the account of, the Issuer for cancellation, and
anything in the Indenture to the contrary notwithstanding, a portion of a
Book-Entry Bond may be deemed to

       


      
        
           


        

        
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      have been
purchased and cancelled without surrender thereof upon delivery to the Trustee
of a certificate executed by the Issuer and a participant of the Securities
Depository therefor to the effect that a beneficial ownership interest in such
Bond, in the principal amount stated therein, has been purchased by, or for the
account of, the Issuer through the participant of the Securities Depository
executing such certificate; provided, however, that any purchase for
cancellation of the entire principal amount of a Book-Entry Bond shall be
effective for purposes of the Indenture only upon surrender of such Book-Entry
Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry
Bond may be deemed to have been so purchased and cancelled without surrender
thereof unless such Book-Entry Bond shall contain or have endorsed thereon the
legend referred to in subsection (e) of this Section 2.13.  Anything
in the Indenture to the contrary notwithstanding, upon delivery of any such
certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which
such certificate relates and (ii) this Indenture, the unpaid principal amount of
such Book-Entry Bond Outstanding shall be reduced automatically by the principal
amount so purchased.  In such event, the Trustee shall immediately
notify the Remarketing Agent or the Auction Agent as to the particular
Book-Entry Bond as to which such payment has been made and the amount thereof
and shall note such reduction in principal amount of such Book-Entry Bond
Outstanding on the registration books of the Issuer kept by it, but failure to
make any such notation shall not affect the automatic reduction of the principal
amount of such Book-Entry Bond Outstanding as provided in this
subsection.

       

      (g)           Anything
in this Indenture to the contrary notwithstanding, a Securities Depository may
make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by,
or for the account of, the Issuer in part for cancellation, to reflect, for
informational purposes only, the date of such redemption or purchase and the
principal amount thereof redeemed or deemed cancelled, but failure to make any
such notation shall not affect the automatic reduction of the principal amount
of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this
Section 2.13, as the case may be.

       

      (h)           Anything
in this Indenture to the contrary notwithstanding, in the case of a Book-Entry
Bond, the Issuer shall be authorized to redeem or purchase (by or for the
account of the Issuer) less than all of the entire Outstanding principal amount
thereof, and in the event of such partial defeasance, redemption, purchase or
refunding, the provisions of the Indenture relating to the defeasance,
redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to
the defeasance, redemption, purchase or refunding of a portion of a
Bond.

       

      (i)           The
Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent
and the Auction Agent may enter into an agreement with a Securities Depository
for the Bonds providing for procedures for the registration, payment, tender and
delivery of notices relating to the Bonds, provided that the terms of such
agreement shall not be inconsistent with the terms of this
Indenture.  Any such agreement may provide that (i) such Securities
Depository is not required to present a Bond to the Trustee in order to receive
a partial payment of principal; (ii) a Bond need not be delivered to the Trustee
in order for a tender of such Bond pursuant to Article IV of this Indenture to
be effective or in order for the purchase price of such tendered Bond to be paid
and that notice of tender of a Bond for purchase pursuant to Article IV hereof
may be given to the Trustee by a beneficial owner of a Bond or a direct
participant of the Securities Depository; (iii) a legend with respect to the
registration of the Bond

       


      
        
           


        

        
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      in the
name of the Securities Depository shall appear on each Bond so long as the Bonds
are subject to such agreement; and (iv) different provisions for notices to such
Securities Depository may be set forth therein; and such provisions shall be
binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the
Remarketing Agent and the Auction Agent for so long as such Securities
Depository is the Securities Depository for Book-Entry Bonds
hereunder.

       

      SECTION
2.14                                DELIVERY
OF THE BONDS.  DESIGNATION OF THE BONDS AS BOOK-ENTRY BONDS;
APPOINTMENT OF INITIAL SECURITIES DEPOSITORY FOR THE
BONDS.  

       

      (a)           The
Bonds are hereby authorized to be and shall be issued initially, subject to the
provisions of this Indenture, as Book-Entry Bonds within the meaning of and
subject to Section 2.13 hereof.

       

      (b)           DTC
is hereby appointed as the initial Securities Depository for the
Bonds.

       

      (c)           The
Bonds shall be initially issued in the form of a separate single, fully
registered Bond in the aggregate principal amount thereof.  So long as
DTC serves as Securities Depository for the Bonds, the Owner of all Bonds shall
be, and each of the Bonds shall be registered in the name of, Cede & Co.
(“Cede”), as nominee for DTC.  Upon delivery by DTC to the Trustee of
written notice to the effect that DTC has determined to substitute a new nominee
in place of Cede, and subject to the transfer provisions of the Indenture, the
word “Cede” in the Indenture shall refer to such new nominee of
DTC.  So long as any Bond is registered in the name of Cede, as
nominee for DTC in its capacity as Securities Depository for the Bonds, all
payments with respect to the principal, redemption price, if applicable, or
purchase price of, and interest on, such Bond and all notices with respect to
such Bond shall be made or given, as the case may be, to DTC as provided in the
Indenture and in the representation letter of the Issuer, the Trustee, the
Paying Agent, the Remarketing Agent and the Auction Agent, delivered in
connection with the issuance of the Bonds and addressed to DTC, as such
representation letter may be amended and supplemented from time to
time.

       

      ARTICLE
III

       

      


       

      REDEMPTION
OF BONDS BEFORE MATURITY

       

      SECTION
3.01                                REDEMPTION
DATES AND PRICES.  The Bonds shall be subject to redemption prior to
maturity in the amounts, at the times and in the manner provided in this Article
III.

       

      (A)           Optional
Redemption.

       

      (1)           On
any Business Day during a Daily Rate Period or a Weekly Rate Period, and on the
day after the last day of any such Rate Period or any Term Rate Period, the
Bonds shall be subject to redemption by the Issuer, at the written direction of
the Borrower to the Issuer and the Trustee, in whole or in part, at 100% of
their principal amount, plus accrued interest, if any, to the redemption
date.

       


      
        
           


        

        
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      (2)           On
the day succeeding the last day of any Flexible Segment with respect to any
Bonds, such Bonds shall be subject to redemption by the Issuer, at the written
direction of the Borrower to the Issuer and the Trustee, in whole or in part, at
100% of their principal amount, plus accrued interest, if any, to the redemption
date.

       

      (3)           During
any Term Rate Period, the Bonds shall be subject to redemption by the Issuer, at
the written direction of the Borrower to the Issuer and the Trustee, in whole at
any time or in part from time to time on any date (i) after ten years, at a
redemption price of 101% of the principal amount thereof, plus accrued interest,
and (ii) after eleven years, at a redemption price of 100% of the principal
amount thereof, plus accrued interest.

       

      With
respect to any Term Rate Period, the Borrower may specify in its notice of
adjustment to or continuation of a Term Rate Period redemption prices and
periods other than those set forth above for Bonds in such Rate Period not then
called for redemption; provided, however, that such notice shall be accompanied
by an opinion of Bond Counsel to the effect that such changes in redemption
prices and periods (i) are permitted by the Act and this Indenture, and (ii)
will not adversely affect the Tax-Exempt status of the Bonds.

       

      (4)           During
any Auction Rate Period, the Bonds shall be subject to redemption by the Issuer
on the day following the last day of the Auction Rate Period then in effect, at
the written direction of the Borrower to the Issuer and the Trustee, in whole or
in part, at 100% of their principal amount, plus accrued interest, if any, to
the redemption date.

       

      (5)           The
Bonds shall be redeemed in whole at any time at a redemption price equal to 100%
of the principal amount thereof plus accrued interest, if any, to the redemption
date upon receipt by the Trustee of a written notice from the Borrower stating
that any of the following events has occurred and that it therefore intends to
exercise its option to prepay the payments due under the Agreement in whole
pursuant to Section 7.1 of the Agreement and thereby effect the redemption of
the Bonds in whole:

       

      (a)           all
or substantially all of the Project shall be damaged or destroyed and it is not
practicable or desirable to rebuild, repair and restore the
Project;

       

      (b)           all
or substantially all of the Project shall be condemned or such use or control
thereof shall be taken by eminent domain so as to render the Project
unsatisfactory for continued operation;

       

      (c)           unreasonable
burdens or excessive liabilities shall be imposed upon the Issuer or the
Borrower with respect to the Project or the operation thereof;

       

      (d)           changes
that cannot reasonably be controlled or overcome in the economic availability of
materials, supplies, labor, equipment and other properties and things necessary
for the efficient operation of the Project for the purposes contemplated by the
Agreement shall have occurred or technological changes that cannot reasonably be
overcome shall have occurred which, in the judgment of the Borrower, render the
continued operation of the Project uneconomic; or

       


      
        
           


        

        
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      (e)           legal
curtailment of the use and occupancy of all or substantially all of the Project
for any reason, which curtailment shall prevent the carrying on of normal
operations at the Project for a period of three consecutive months.

       

      (B)           Mandatory
Redemption.

       

      (1)           The
Bonds are subject to mandatory redemption, at any time, at a redemption price
equal to 100% of the principal amount thereof plus accrued interest, if any, to
the redemption date not more than 180 days after the occurrence of the following
event (of which a Responsible Officer of the Trustee shall be given notice in
writing by an Authorized Issuer Representative), upon fulfillment by the
Borrower of its obligation to prepay the payments due under the Agreement in
accordance with Section 7.2 of the Agreement, if, as a result of any changes in
the Constitution of the State or in the Constitution of the United States of
America or of legislative or administrative action (whether state or Federal),
or by final decree, judgment or order of any court or administrative body
(whether state or Federal) entered after the contest thereof by the Borrower in
good faith, the Agreement shall have become impossible of performance in
accordance with the intent and purposes of the parties as expressed in the
Agreement.

       

      (2)           The
Bonds are subject to mandatory redemption, at any time, at a redemption price
equal to 100% of the principal amount thereof plus accrued interest, if any, to
the redemption date not more than 180 days after the occurrence of the following
event (of which a Responsible Officer of the Trustee shall be given notice in
writing by an Authorized Issuer Representative), upon fulfillment by the
Borrower of its obligation to prepay the payments due under the Agreement in
accordance with Section 7.2 of the Agreement, in the event a final determination
by an administrative agency or a court of competent jurisdiction occurs to the
effect that, solely as a result of failure by the Borrower to observe any
covenant, agreement or representation by the Borrower in the Agreement, the
interest payable on the Bonds is no longer Tax-Exempt.  No
determination by any court or administrative agency will be considered final
unless the Borrower has participated in the proceeding which resulted in such
determination, either directly or, at the option of the Borrower, through an
Owner to a degree it reasonably deems sufficient and until the conclusion of any
appellate review sought by any party to such proceeding or the expiration of the
time for seeking such review.  Subject to the foregoing, Bonds will be
redeemed in whole unless, in the opinion of Bond Counsel delivered to the
Trustee and the Issuer, the redemption of a portion of such Bonds would have the
result that interest payable on the Bonds remaining outstanding after such
redemption would be Tax-Exempt.

       

      (C)           Liquidity Provider
Bonds.  In addition to the foregoing provisions for the
redemption of Bonds, any Liquidity Provider Bond shall be subject to redemption
at the time and in the amount and at the price specified by such Liquidity
Facility.

       

      (D)           Bank Bonds;
Default.  In addition to the foregoing provisions for the
redemption of Bonds, any Bank Bond shall be subject to redemption at the time
and in the amount and at the price specified in the Reimbursement Agreement
related thereto.  In addition, the Trustee will call for redemption
Bonds secured by a Letter of Credit upon

       


      
        
           


        

        
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      the
direction of the Bank that issued such Letter of Credit requesting such
redemption and certifying that an Event of Default has occurred under the
Reimbursement Agreement relating to such Letter of Credit.

       

      SECTION
3.02                                NOTICE
OF REDEMPTION.  Notice of the call for any redemption of Bonds or any
portion thereof (which shall be in Authorized Denominations) pursuant to Section
3.01 hereof identifying the Bonds or portions thereof to be redeemed, specifying
the redemption date, the redemption price, the place and manner of payment and
that from the redemption date interest will cease to accrue, shall be given by
the Trustee by mailing a copy of the redemption notice by first-class mail,
postage prepaid, to the Owner of each Bond to be redeemed in whole or in part,
at the address shown on the registration books, with a copy to the Tender Agent,
the Bond Insurer, the Bank, and the Liquidity Provider.  Such notice
shall be given at least thirty (30) days but not more than sixty (60) days prior
to the date fixed for redemption; provided, however, that failure to duly give
such notice, or any defect therein, shall not affect the validity of any
proceedings for the redemption of Bonds with respect to which no such failure or
defect occurred; provided further that no notice of redemption shall be required
for any Bonds which are otherwise subject to mandatory purchase pursuant to
Section 4.02(a); and provided further that, in the case of redemption of Bank
Bonds pursuant to Section 3.01(D), such notice may be given not less than five
(5) days prior to the date fixed for redemption.  Upon presentation
and surrender of Bonds so called for redemption in whole or in part at the place
or places of payment, except as otherwise provided in Section 2.13 hereof with
respect to Book-Entry Bonds, such Bonds or portions thereof shall be
redeemed.

       

      With
respect to any notice of redemption of Bonds at the written direction of the
Borrower, unless upon the giving of such notice such Bonds shall be deemed to
have been paid within the meaning of Article VIII hereof, such notice may state
(if so directed by the Borrower in writing) that such redemption shall be
conditional upon the receipt by the Trustee, on or before the date fixed for
such redemption, of moneys sufficient to pay the principal of, and premium, if
any, and interest on such Bonds to be redeemed, and that if such moneys shall
not have been so received said notice shall be of no further force and effect
and the Issuer shall not be required to redeem such Bonds.  In the
event that such notice of redemption contains such a condition and such moneys
are not so received, the redemption shall not be made and the Trustee shall
within a reasonable time thereafter give notice to such Owners, in the manner in
which the notice of redemption was given, that such moneys were not so
received.

       

      Any
notice mailed as provided in this Section shall be conclusively presumed to have
been duly given, whether or not the Owner receives the notice.

       

      If a Bond
is presented to the Trustee for transfer after notice of redemption of such Bond
has been mailed as herein provided, the Trustee shall deliver a copy of such
notice of redemption to the new Owner of such Bond.

       

      In
addition to the foregoing notice, further notice may be given by the Trustee as
set out below, but no defect in said further notice nor any failure to give all
or any portion of such further notice shall in any manner (i) defeat the
effectiveness of a call for redemption if notice thereof is given as above
prescribed or (ii) give rise to any liability on the part of the

       


      
        
           


        

        
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      Issuer,
the Borrower, the Liquidity Provider, the Bank, the Bond Insurer, the Trustee,
the Remarketing Agent or the Auction Agent:

       

      A.           Each
further notice of redemption given hereunder may contain the information
required above for an official notice of redemption plus (i) the CUSIP number of
the Bonds; (ii) the date of issue of the Bonds; (iii) the rate or rates of
interest borne by the Bonds; (iv) the maturity date of the Bonds; and (v) any
other descriptive information needed to identify accurately the Bonds being
redeemed.

       

      B.           Each
further notice of redemption may be sent to all registered securities
depositories then in the business of holding substantial amounts of obligations
of types comprising the Bonds (such depositories as of the date hereof being
only The Depository Trust Company, New York, New York).

       

      C.           Each
further notice of redemption may be published one time in The Bond Buyer of New
York, New York or, if such publication is impractical, in some other financial
newspaper or journal which regularly carries notices of redemption of other
obligations similar to the Bonds, such publication to be made at the time the
redemption notice to the Owners is required to be given as provided in the first
paragraph of this Section 3.02.

       

      D.           Each
further notice of redemption may be given to two of the following services
selected by the Borrower and at the address provided to the Trustee by the
Borrower:

       

      (1)           Financial
Information, Inc.’s Financial Daily Called Bond Service;

       

      (2)           Interactive
Data Corporation’s Bond Service;

       

      (3)           Kenny
Information Service’s Called Bond Service;

       

      (4)           Moody’s
Municipal and Government Called Bond Service; or

       

      (5)           S&P’s
Called Bond Record.

       

      SECTION
3.03                                DEPOSIT
OF FUNDS.  For the redemption of any of the Bonds, the Issuer shall
cause to be deposited in the Bond Fund out of the Revenues, to the extent
available therefor, moneys sufficient to pay when due the principal of and
premium, if any, and interest on the redemption date.

       

      SECTION
3.04                                PARTIAL
REDEMPTION OF BONDS.  In case a Bond is of a denomination larger than
the minimum Authorized Denomination, all or a portion of such Bond may be
redeemed provided the principal amount not being redeemed is in an Authorized
Denomination.  Upon surrender of any Bond for redemption in part only,
the Issuer shall execute and the Trustee shall authenticate and deliver to the
Owner thereof, without cost to the Owner, a new Bond or Bonds of Authorized
Denominations in aggregate principal amount equal to the unredeemed portion of
the Bond surrendered.

       


      
        
           


        

        
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      SECTION
3.05                                SELECTION
OF BONDS FOR REDEMPTION.  If less than all of the Bonds are called for
redemption, the Trustee shall select the Bonds or portions thereof to be
redeemed, from the Bonds Outstanding not previously called for redemption, by
lottery or in such other manner as in the Trustee’s sole discretion it shall
deem appropriate and fair, in either case in Authorized Denominations provided
that Bank Bonds and Liquidity Provider Bonds shall be the first Bonds selected
for redemption, and provided further that the aggregate principal amount of each
Bond remaining Outstanding following such redemption shall be in an Authorized
Denomination.  The Trustee shall promptly notify the Issuer and the
Borrower in writing of the Bonds or portions thereof selected for redemption,
provided, however, that in connection with any redemption of Bonds the Trustee
shall select for redemption any Bonds held by the Trustee for the account of the
Borrower or held of record by the Borrower prior to any Bonds other than Bank
Bonds or Liquidity Provider Bonds.  If, as indicated in a certificate
of an Authorized Borrower Representative delivered to the Trustee, the Borrower
shall have offered to purchase all Bonds then outstanding and less than all such
Bonds shall have been tendered to the Borrower for such purchase, the Trustee,
at the direction of the Borrower, shall select for redemption all such Bonds
regardless of whether such Bonds have been so tendered.  If it is
determined that one or more, but not all, of the units of principal amount
represented by any such Bond is to be called for redemption, then, upon notice
of intention to redeem such unit or units, the Owner of such Bond shall, except
as provided in Section 2.13 hereof with respect to Book-Entry Bonds, forthwith
surrender such Bond to the Trustee for (a) payment to such Owner of the
redemption price of the unit or units of principal amount called for redemption,
and (b) delivery to such Owner of a new Bond or Bonds in the aggregate principal
amount of the unredeemed balance of the principal amount of such
Bond.  New Bonds representing the unredeemed balance of the principal
amount of such Bond shall be issued to the Owner thereof, without charge
therefor.  If the surrender of such Bonds is required hereunder and
the Owner of any such Bond shall fail to present such Bond to the Trustee for
payment and exchange as aforesaid, such Bond shall, nevertheless, become due and
payable, and interest thereon shall cease to accrue, on the date fixed for
redemption to the extent of the unit or units of principal amount called for
redemption (and to that extent only).  Payment of the redemption
prices by the Borrower for any Bonds called for redemption constitutes full and
complete payment of such Bonds.

       

      ARTICLE
IV

       

      


       

      TENDER
AND PURCHASE OF BONDS;

       

      REMARKETING;
REMARKETING AGENT

       

      SECTION
4.01                                PURCHASE
OF BONDS AT OPTION OF OWNERS.

       

      (a)           Daily Rate
Period.  On any Business Day during any Daily Rate Period, any
Bond other than a Bank Bond, a Liquidity Provider Bond or a Borrower Bond (or
portion thereof in an Authorized Denomination provided that the principal amount
to be retained by the Owner shall be in an Authorized Denomination) shall be
purchased from its Owner by the Trustee, acting as Tender Agent, at a purchase
price equal to 100% of the principal amount thereof plus accrued interest, if
any, thereon to the date of purchase, upon, subject to Section 4.10 hereof, (i)
delivery by the Owner of such Bond to the Trustee, acting as Tender Agent, at
its Principal Office by no later than 10:30 a.m., New York time, on such
Business Day, of an

       


      
        
           


        

        
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      irrevocable
written notice or an irrevocable telephonic notice, promptly confirmed by
telecopy or other writing, which states the principal amount or portion thereof
to be purchased and number of such Bond (if such Bond is in certificated form)
and the date on which such Bond shall be purchased pursuant to this subsection
(a), and (ii) delivery of such Bond (if such Bond is in certificated form) to
the Trustee, acting as Tender Agent, at its Principal Office accompanied by an
instrument of transfer thereof, in form satisfactory to the Trustee, executed in
blank by the Owner thereof with the signature of such Owner guaranteed by a
bank, trust company or member firm of the New York Stock Exchange, at or prior
to 1:00 p.m., New York time, on such Business Day.

       

      (b)           Weekly Rate
Period.  On any Business Day during any Weekly Rate Period, any
Bond other than a Bank Bond, a Liquidity Provider Bond or a Borrower Bond (or
portion thereof in an Authorized Denomination provided that the principal amount
to be retained by the Owner shall be in an Authorized Denomination) shall be
purchased from its Owner by the Trustee, acting as Tender Agent, at a purchase
price equal to 100% of the principal amount thereof plus accrued interest, if
any, thereon to the date of purchase, upon, subject to Section 4.10 hereof, (i)
delivery by the Owner of such Bond to the Trustee, acting as Tender Agent, at
its Principal Office of an irrevocable written notice or an irrevocable
telephonic notice promptly confirmed by telecopy or other writing, which states
the principal amount or portion thereof to be purchased and number of such Bond
(if such Bond is in certificated form) and the date on which the same shall be
purchased, which date shall be a Business Day not prior to the seventh day
succeeding the date of the delivery of such notice to the Trustee, and (ii)
delivery of such Bond (if such Bond is in certificated form) to the Trustee,
acting as Tender Agent, at its Principal Office, accompanied by an instrument of
transfer thereof, in form satisfactory to the Trustee, executed in blank by the
Owner thereof with the signature of such Owner guaranteed by a bank, trust
company or member firm of the New York Stock Exchange, at or prior to 10:00
a.m., New York time, on the date specified in such notice.

       

      SECTION
4.02                                MANDATORY
PURCHASE OF BONDS.

       

      (a)           Any
Bonds shall be subject to mandatory purchase at a purchase price equal to 100%
of the principal amount thereof plus accrued interest thereon, on the dates
stated below; provided that if any such date is an Interest Payment Date, the
purchase price shall be equal only to the principal amount of such Bond,
together with any premium payable under subsection (ii) below:

       

      (i)                As
to each such Bond in a Flexible Rate Period, on the day succeeding the last day
of each Flexible Segment thereof applicable to such Bond;

       

      (ii)                As
to each Term Bond, on the effective date of change from a Term Rate to a new
Rate Period, including a change from one Term Rate Period to another Term Rate
Period of the same duration; provided that Bonds in a Term Rate Period which are
then redeemable pursuant to Section 3.01(A) hereof shall be purchased at a
purchase price equal to 100% of the principal amount thereof plus a premium
equal to the redemption premium, if any, that would have been payable if such
Bonds were to be redeemed on the date such Bonds are to be purchased pursuant to
the terms hereof, together with accrued interest, if any, thereon to the date of
purchase;

       


      
        
           


        

        
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      (iii)                As
to each Bond in a Daily Rate Period or Weekly Rate Period, on the effective date
of change to a Rate Period other than a Daily Rate Period or a Weekly Rate
Period;

       

      (iv)                As
to each Auction Bond, on the effective date of change to a Rate Period other
than an Auction Rate Period; and

       

      (v)                On
the Business Day prior to the Expiration Date of the Letter of Credit or
Liquidity Facility; provided that in the event of a replacement of a Letter of
Credit as provided in Section 5.12, such mandatory purchase shall occur on the
date on which such Letter of Credit is replaced; and

       

      Notwithstanding
the foregoing, the Bonds will not be subject to mandatory purchase pursuant to
Section 4.02(a)(v) if at least 25 days before the Expiration Date the Trustee
has received written notice from the Liquidity Provider or the Bank, as
applicable, that the Liquidity Facility or the Letter of Credit then in effect
has been extended.

       

      (b)           Subject
to Section 4.10 hereof, an Owner must deliver each such Bond subject to
mandatory purchase as provided in Section 4.02(a) hereof to the Trustee, acting
as Tender Agent, at its Principal Office accompanied by an instrument of
transfer thereof, in form satisfactory to the Trustee, executed in blank by the
Owner thereof, with the signature of such Owner guaranteed by a bank, trust
company or member firm of the New York Stock Exchange at or prior to 10:00 a.m.,
New York time, on the purchase date in order to receive payment of the purchase
price on such date.

       

      (c)           Notice
of each mandatory purchase pursuant to the provisions of Section 4.02(a) hereof
is hereby required by the provisions of Sections 2.03(a)(iii), 2.03(b)(iii),
2.03(c)(iii), 2.03(d)(iii), 2.03(e)(iii) or 5.12(c), as the case may be, to be
included in the notice given pursuant to such Section.  No notice of
any mandatory purchase pursuant to the provisions of Section 4.02(a)(i) hereof
shall be given to the Owners of the Bonds.

       

      SECTION
4.03                                OBLIGATION
TO SURRENDER BONDS.

       

      The
giving of notice as provided in Section 4.01 hereof shall constitute the
irrevocable tender for purchase of each such Bond or portion thereof with
respect to which such notice shall have been given, irrespective of whether such
Bond shall be delivered as provided in Section 4.01.  The occurrence
of any event specified in Section 4.02(a) hereof shall constitute the mandatory
tender for purchase of each such Bond or portion thereof, irrespective of
whether such Bond shall be delivered as provided in Section
4.02(b).  Upon the purchase of each such Bond or portion thereof so
deemed to be tendered, such Bond or portion thereof shall cease to bear interest
payable to the former Owner thereof, who thereafter shall have no rights with
respect thereto, other than the right to receive the purchase price thereof upon
surrender of such Bond to the Trustee, acting as Tender Agent, and such Bond or
portion thereof shall be no longer outstanding.  If such Bonds are no
longer Book-Entry Bonds, the Trustee shall authenticate, register and deliver
new Bonds in replacement of such Bonds or portions thereof deemed so tendered
and not surrendered on the date of purchase.

       

      SECTION
4.04                                REMARKETING
OF BONDS.

       


      
        
           


        

        
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      (a)           By
10:45 a.m., New York time, on the date the Trustee receives notice from any
Bondholder in accordance with Section 4.01(a) hereof, and promptly, but in no
event later than 11:30 a.m., New York time, on the Business Day following the
day on which the Trustee receives notice from any Bondholder of its demand to
have the Trustee purchase Bonds pursuant to Section 4.01(b) hereof, the Trustee
shall give facsimile or telephonic notice, confirmed in writing thereafter, to
the Remarketing Agent specifying the principal amount of Bonds which such
Bondholder has demanded to have purchased and the date on which such Bonds are
demanded to be purchased, with a copy of such notice to the Liquidity Provider
or Bank, as applicable, if a Liquidity Facility or Letter of Credit is in effect
with respect to such Bonds.

       

      (b)           Upon
the giving of notice to the Trustee by any Bondholder in accordance with Section
4.01(a) or (b) hereof and the giving of notice by the Trustee to the Remarketing
Agent as provided in Section 4.04(a) hereof with respect to such notices, and on
each date on which Bonds are to be purchased in accordance with Section 4.02
hereof, the Remarketing Agent shall offer for sale and use its reasonable best
efforts to sell such Bonds on the date such Bonds are to be purchased at a
purchase price equal to 100% of the principal amount thereof plus accrued
interest, if any, to the purchase date; provided that Bonds in a Term Rate
Period which are then redeemable pursuant to Section 3.01(A) hereof shall be
purchased at a purchase price equal to 100% of the principal amount thereof plus
a premium equal to the redemption premium, if any, that would be payable if such
Bonds were to be redeemed on the date they are to be purchased, together with
accrued interest, if any, thereon to the date of purchase.  The
Remarketing Agent shall not sell any Bonds to the Issuer or the
Borrower.

       

      (c)           Not
later than 11:45 a.m., New York time, on the Business Day on which Bonds are to
be purchased pursuant to Section 4.01 or Section 4.02 hereof, the Remarketing
Agent shall give (i) facsimile or telephonic notice to the Trustee, acting as
Tender Agent, specifying the names, addresses and taxpayer identification
numbers of the purchasers of, and the principal amount and denominations of,
and, with respect to such Bonds which are being purchased pursuant to Section
4.02(a)(i) hereof, the Flexible Segments and the Flexible Rates for such Bonds
remarketed by it pursuant to subsection (b) hereof and shall transfer all
remarketing proceeds it has received to that time to the Trustee, acting as
Tender Agent, and shall specify the amount of remaining remarketing proceeds it
will provide to the Trustee on the date on which Bonds are to be purchased, as
set forth in Section 4.04(d) hereof and (ii) telephonic notice to the Borrower
and the Trustee, acting as Tender Agent, of the principal amount of and accrued
interest on any such Bonds not remarketed by such time.

       

      (d)           Upon
the giving of the notice specified in Section 4.04(c)(i) hereof regarding the
amount of remaining remarketing proceeds to be provided, the Remarketing Agent
shall be obligated to deliver to the Trustee, acting as Tender Agent, the
remaining amount of remarketing proceeds specified in such notice to be
received, as follows:

       

      (i)                in
the case of Bonds which are being purchased pursuant to Section 4.01 or
4.02(a)(ii), (iii), (iv) or (v) hereof, by 1:00 p.m., New York time, on the
purchase date; and

       


      
        
           


        

        
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      (ii)                in
the case of Bonds which are being purchased pursuant to Section 4.02(a)(i)
hereof, by 3:00 p.m., New York time, on the purchase date, subject only to
timely delivery of Bonds by the Trustee, acting as Tender Agent, as set forth in
Section 4.04(e) hereof and verification by the Remarketing Agent that such Bonds
conform to the instructions contained in the notice given by the Remarketing
Agent to the Trustee pursuant to Section 4.04(c) hereof.

       

      Any
remarketing proceeds received by the Remarketing Agent in excess of such amounts
so transferred shall be delivered as provided in Section 4.06 as soon as
practicable after the receipt thereof.

       

      (e)           Subject
to Section 4.10 hereof, upon receipt by the Trustee, acting as Tender Agent, of
notice from the Remarketing Agent pursuant to Section 4.04(c) hereof, the
Trustee shall authenticate and deliver new Bonds to the Remarketing Agent, as
follows:

       

      (i)                in
the case of Bonds which are being purchased pursuant to Section 4.01 or Section
4.02(a)(ii), (iii), (iv) or (v) hereof, and provided that moneys derived from
the sources specified in Section 4.05(a) hereof in an amount equal to the
purchase price therefor shall have been received by the Trustee, acting as
Tender Agent, by 1:00 p.m., New York time, such new Bonds shall be delivered by
2:00 p.m., New York time; and

       

      (ii)                in
the case of Bonds which are being purchased pursuant to Section 4.02(a)(i)
hereof, such new Bonds shall be delivered by 4:00  p.m., New York
time.

       

      Notwithstanding
any other provision of this Indenture, except in connection with a mandatory
tender under Section 4.02, Bank Bonds shall be remarketed only if and to the
extent that the payment of such Bonds (immediately after the remarketing
thereof), whether upon tender, maturity, interest payment date, redemption,
acceleration or otherwise, will be secured by the Letter of Credit issued by the
Bank, unless a Letter of Credit is no longer required to support such
Bonds.

       

      SECTION
4.05                                PURCHASE
OF BONDS TENDERED TO TRUSTEE.

       

      (a)           By
the close of business on the date Bonds or portions thereof are to be purchased
pursuant to Section 4.01 or 4.02 hereof by the Trustee, acting as Tender Agent,
such Trustee, acting as Tender Agent, shall purchase, but only from the funds
listed below, such Bonds or portions thereof (in Authorized Denominations) from
the Owners thereof at a purchase price equal to the principal amount thereof
plus accrued interest, if any, to the date of purchase; provided that Bonds in a
Term Rate Period which are then redeemable pursuant to Section 3.01(A) hereof
shall be purchased at a purchase price equal to 100% of the principal amount
thereof plus a premium equal to the redemption premium, if any, that would be
payable if such Bonds were to be redeemed on the date they are to be purchased,
together with accrued interest, if any, thereon to the date of
purchase.  Funds for the payment of such purchase price of Bonds shall
be derived from the following sources in the order of priority
indicated:

       

      (i)                proceeds
of the remarketing of such Bonds pursuant to Section 4.04 hereof to any
purchaser except the Issuer or the Borrower, or any affiliates or guarantors
thereof;

       


      
        
           


        

        
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      (ii)                proceeds
of a draw on any Letter of Credit or Liquidity Facility;

       

      (iii)                moneys
furnished by the Borrower to the Trustee, acting as Tender Agent, pursuant to
Section 4.2(b) of the Agreement or Section 4.5 of the Agreement.

       

      Notwithstanding
anything in this Section 4.05(a) to the contrary, during an Auction Rate Period,
Bonds shall be purchased in accordance with the Auction Procedures.

       

      (b)           The
Trustee, acting as Tender Agent, shall:

       

      (i)                hold
all Bonds delivered to it pursuant to Section 4.01 or 4.02 hereof in trust for
the benefit of the respective Bondholders which 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 Bondholders;
and

       

      (ii)                hold
all moneys delivered to it hereunder for the purchase of such Bonds in trust for
the benefit of the person or entity which shall have so delivered such moneys in
a separate and segregated fund (a “segregated fund”), and not commingle such
funds with any other funds or invest such funds, until such Bonds purchased with
such moneys shall have been delivered or deemed delivered to or for the account
of such person or entity; provided, that funds delivered pursuant to Sections
4.05(a)(i) and (ii) shall be kept in a separate subaccount within the segregated
fund from any funds received from the Borrower under Section 4.05(a)(iii);
provided, further, that any moneys so deposited with and held by the Trustee not
so applied to the purchase of Bonds within one (1) year after the date of
purchase shall be paid by the Trustee to the Borrower upon the written direction
of the Authorized Borrower Representative and thereafter the former Bondholders
shall be entitled to look only to the Borrower for payment of such purchase
price, and then only to the extent of the amount so repaid, and the Borrower
shall not be liable for any interest thereon and shall not be regarded as a
trustee of such moneys, and the Trustee shall have no further responsibility
with respect to such moneys.  To the extent any moneys are held by the
Trustee for the payment of the purchase price of such Bonds which have not been
presented for payment, such moneys shall not be invested.

       

      Bonds
subject to purchase under this Section 4.05 shall be deemed purchased for all
purposes of this Indenture, irrespective of whether or not such Bonds shall have
been presented to the Tender Agent, and the former Owner or Owners of such Bonds
shall have no claim thereon, under this Indenture or otherwise for any amount
other than the purchase price thereof and such Bonds shall no longer be deemed
to be Outstanding for purposes of this Indenture.

       

      SECTION
4.06                                DELIVERY
OF PURCHASED BONDS.

       

      (a)           Bonds
sold by the Remarketing Agent pursuant to Section 4.04 hereof shall be delivered
to the Remarketing Agent, as specified in Section 4.04(e) hereof.

       

      (b)           Bonds
purchased by the Trustee, acting as Tender Agent, hereunder:

       


      
        
           


        

        
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      (i)           with
moneys described in clause (ii) of Section 4.05(a) hereof (“Liquidity Provider
Bonds” or “Bank Bonds,” as applicable), shall be held by the Trustee, as Tender
Agent, and registered to the Bank or the Liquidity Provider or its designee, as
applicable and shall have separate CUSIP numbers assigned thereto (except as
otherwise instructed by the Bank or the Liquidity Provider, as
applicable).  The Remarketing Agent shall seek to remarket any
Liquidity Provider Bonds or Bank Bonds, as applicable, prior to remarketing any
other Bonds tendered for purchase.  Upon notice by the Liquidity
Provider or Bank that such Liquidity Provider or Bank has been reimbursed by the
Borrower for the payment of all amounts drawn under the Liquidity Facility or
Letter of Credit, as applicable, the Trustee shall hold the Liquidity Provider
Bonds or Bank Bonds, as the case may be, in trust for the Borrower and such
Bonds shall thereafter cease to be Liquidity Provider Bonds or Banks Bonds and
shall be thereafter treated as Borrower Bonds, until remarketed as provided
herein.  The Remarketing Agent shall seek to remarket Borrower Bonds
only after remarketing all other Bonds tendered for purchase.  The
proceeds of any remarketing of Liquidity Provider Bonds or Bank Bonds shall be
transferred by the Trustee to the Liquidity Provider or the Bank, as
applicable.  Upon receipt by the Trustee of funds representing the
proceeds of the remarketing of Liquidity Provider Bonds or Bank Bonds, Bonds in
place of such Liquidity Provider Bonds or Bank Bonds, as applicable, so
purchased shall be made available for pick-up by the Remarketing Agent for
subsequent delivery to the purchasers thereof, or the ownership interest shall
be transferred to the new direct participants on the books of
DTC.  Prior to or simultaneously with such delivery, the proceeds of
such remarketing shall have been or shall be transferred to the Liquidity
Provider or the Bank and the Liquidity Facility or the Letter of Credit, as
applicable, shall either have been reinstated or the amount available for the
drawing thereunder shall have been automatically increased to cover the
remarketed Bonds as provided in the Liquidity Facility or Letter of Credit and
confirmed in writing by the Liquidity Provider or the Bank; and

       

      (ii)                with
moneys described in clause (iii) of Section 4.05(a) hereof shall, at the
direction of the Borrower, be (A) held by the Trustee, acting as Tender Agent,
for the account of the Borrower, (B) canceled or (C) delivered to the
Borrower.

       

      SECTION
4.07                                NO
SALES AFTER DEFAULT.  Anything in this Indenture to the contrary
notwithstanding, there shall be no remarketing of Bonds pursuant to this Article
IV if there shall have occurred and be continuing an event of default under
Section 9.01 hereof; provided, that nothing in this Section 4.07 shall be
construed as prohibiting purchases of Bonds pursuant to Section 4.01 or 4.02
hereof.

       

      SECTION
4.08                                REMARKETING
AGENT.  The initial Remarketing Agent shall be Banc of America
Securities LLC.  At any time at which the Bonds are then bearing
interest at a Daily Rate, a Weekly Rate or a Flexible Rate, there shall be a
Remarketing Agent in place with respect to such Bonds, appointed in accordance
with the terms of this Section 4.08.  Not less than 60 days before the
end of any Term Rate Period or 60 days before the end of any Auction Rate
Period, the Borrower shall appoint a Remarketing Agent and provide notice of
such appointment to the Issuer.  The Borrower shall appoint the
Remarketing Agent, with the consent of the Liquidity Provider or the Bank, as
applicable.  The Borrower, with the consent of the Liquidity Provider
or the Bank, as applicable, may remove the Remarketing Agent at any time upon at
least five (5) Business Days’ written notice to the Remarketing Agent with a
copy to the Issuer.  The Remarketing Agent may at any time resign and
be discharged of its duties and

       


      
        
           


        

        
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      obligations
created by this Indenture by giving at least thirty (30) Business Days’ notice
to the Issuer, the Borrower and the Trustee or such shorter period as the
Issuer, the Borrower, the Trustee and the Remarketing Agent
agree.  Upon removal or resignation of the Remarketing Agent for Bonds
then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, the
Borrower shall, with the consent of the Liquidity Provider or the Bank, as
applicable, appoint a successor Remarketing Agent for such Bonds and provide
notice of such appointment to the Issuer.

       

      Any
Remarketing Agent appointed under this Section 4.08 shall signify its acceptance
of the duties and obligations imposed upon it hereunder by a written instrument
of acceptance delivered to the Issuer, the Trustee and the Borrower which shall
set forth such procedural and other matters relating to the remarketing of the
Bonds as shall be satisfactory to the Issuer, the Trustee and the
Borrower.  No removal of or resignation by the Remarketing Agent
(whether at the direction of the Borrower or by the Remarketing Agent as may be
provided in the Remarketing Agreement) shall become effective until a successor
Remarketing Agent has delivered a written acceptance of appointment to the
Trustee and the Borrower has provided the notice required by Section 5.8 of
the Agreement, unless at the time of such removal or resignation there is no
requirement that there be a Remarketing Agent.

       

      SECTION
4.09                                QUALIFICATIONS
OF REMARKETING AGENT.  The Remarketing Agent shall be a member of the
National Association of Securities Dealers, Inc. and authorized by law to
perform all the duties imposed upon it by this Indenture.

       

      SECTION
4.10                                TENDER
AND PURCHASE OF BOOK-ENTRY BONDS.  Notwithstanding any provisions of
this Indenture to the contrary, at any time while any Bonds that are subject to
tender are Book-Entry Bonds, the provisions of this Article IV are modified as
follows:

       

      (a)           Any
notice pursuant to Section 4.01(a)(i) or 4.01(b)(i) hereof may be given by any
direct participant in the Securities Depository acting on behalf of either any
owner of a beneficial interest in such Bonds or any indirect participant in the
Securities Depository acting on behalf of such an owner, provided that any such
notice shall not be required to contain the bond number of Bonds to be tendered
for purchase and the Trustee may conclusively rely on any written certification
or representation by a person, firm, corporation or other entity that it is
acting as a direct participant in the Securities Depository for such Bonds for
the purposes of giving any such notice.

       

      (b)           Delivery
of such Bonds to the Trustee, as provided in Sections 4.01(a)(ii) or 4.01(b)(ii)
and 4.02(b) hereof, shall be effected by book-entry credit to the account of the
Trustee on the records of the Securities Depository, at or prior to 1:00 p.m.,
New York time, on the date such Bonds or portions thereof are required to be
tendered to the Trustee for purchase, of a beneficial interest in such Bonds to
be purchased on such date.

       

      (c)           The
Remarketing Agent shall give the information required by Section 4.04(c) hereof
to the Securities Depository instead of to the Trustee, but shall at the same
time give facsimile or telephonic notice to the Trustee specifying the principal
amount of such Bonds which it has been unable to remarket (if such be the
case).

       


      
        
           


        

        
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      (d)           The
Remarketing Agent shall deliver remarketing proceeds in accordance with the
provisions of Section 4.04(d) hereof to the Securities Depository instead of to
the Trustee, acting as Tender Agent.

       

      (e)           Section
4.04(e) hereof shall be inapplicable.

       

      (f)           The
provisions of Sections 4.05 and 4.06 hereof shall apply only if Bonds are
purchased with moneys described in clauses (i) and (iii) of Section 4.05(a)
hereof; the beneficial interests in Bonds purchased with moneys described in
clause (ii) of Section 4.05(a) shall be transferred in accordance with the
procedures of the Securities Depository.

       

      SECTION
4.11                                DRAWS
ON THE LIQUIDITY FACILITY OR LETTER OF CREDIT FOR PURCHASE OF
BONDS.  The Trustee or Tender Agent, as applicable, shall draw funds
under any Liquidity Facility or Letter of Credit supporting the Bonds in an
amount necessary and in sufficient time (as set forth by the terms of such
Liquidity Facility or Letter of Credit) so as to provide to the Trustee the
balance of the funds needed to purchase tendered Bonds, taking into account any
remarketing proceeds received by the Trustee or Tender Agent, as applicable, not
later than 11:45 a.m., New York City time, on the date on which Bonds are to be
purchased.  If the Remarketing Agent remarkets Bonds after 11:45 a.m.,
New York City time, on the date on which Bonds are to be purchased, the Trustee
shall still draw on the Liquidity Facility or Letter of Credit for such Bonds in
an amount necessary and in sufficient time (as set forth by the terms of such
Liquidity Facility or Letter of Credit) so as to provide the balance of the
funds needed to purchase tendered Bonds, without taking into account any
remarketing proceeds other than those transferred by the Remarketing Agent to
the Trustee pursuant to Section 4.04(c) hereof.  The Trustee shall
transfer to the Liquidity Provider or the Bank any excess moneys received from a
draw on the Liquidity Facility or Letter of Credit for such Bonds that are not
needed to pay the purchase price of such Bonds on the date on which Bonds are to
be purchased.

       

      ARTICLE
V

       

      


       

      PAYMENT;
FURTHER ASSURANCES

       

      SECTION
5.01                                PAYMENT
OF PRINCIPAL OR REDEMPTION PRICE OF AND INTEREST ON BONDS.  The Issuer
shall promptly pay or cause to be paid the principal of and premium, if any, and
interest on, every Bond issued hereunder according to the terms thereof, but
shall be required to make such payment or cause such payment to be made only out
of Revenues or the proceeds of Bond Insurance.  The Issuer hereby
appoints the Trustee to act as the Paying Agent for the Bonds, and designates
the Principal Office of the Trustee as the place of payment for the Bonds, such
appointment and designation to remain in effect until notice of change is filed
with the Trustee.

       

      SECTION
5.02                                EXTENSION
OR FUNDING OF CLAIMS FOR INTEREST.  In order to prevent any
accumulation of claims for interest after maturity, the Issuer shall not,
directly or indirectly, extend or assent to the extension of the time for the
payment of any claim for interest on any of the Bonds, and shall not, directly
or indirectly, be a party to or approve any such arrangement by purchasing or
funding such claims or in any other manner.  In

       


      
        
           


        

        
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      case any
such claim for interest shall be extended or funded, whether or not with the
consent of the Issuer, such claim for interest so extended or funded shall not
be entitled, in case of default hereunder, to the benefits of this 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 which shall not have been so
extended or funded.

       

      SECTION
5.03                                PRESERVATION
OF REVENUES.  The Issuer shall not take any action to interfere with
or impair the pledge and assignment hereunder of Revenues and the assignment to
the Trustee of rights under the Agreement, or the Trustee’s enforcement of any
rights thereunder, without the prior written consent of the
Trustee.  The Trustee may give such written consent only in accordance
with the provisions of Article IX hereof.

       

      SECTION
5.04                                OTHER
LIENS.  So long as any Bonds are outstanding, the Issuer shall not
create or suffer to be created any pledge, lien or charge of any type whatsoever
upon all or any part of the Revenues, other than the lien of this
Indenture.

       

      SECTION
5.05                                COMPLIANCE
WITH THE INDENTURE.  The Issuer shall not issue, or permit to be
issued, any Bonds secured or payable in any manner out of Revenues in any manner
other than in accordance with the provisions of this Indenture, and shall not
suffer or permit any default to occur under this Indenture, but shall faithfully
observe and perform all the covenants, conditions and requirements
hereof.

       

      SECTION
5.06                                PERFORMANCE
OF COVENANTS.  The Issuer covenants that it will faithfully perform at
all times any and all covenants, undertakings, stipulations and provisions
contained in this Indenture, in any and every Bond executed, authenticated and
delivered hereunder and in all of its proceedings pertaining thereto; provided,
however, that except for the matters set forth in Section 5.01 hereof the Issuer
shall not be obligated to take any action or execute any instrument pursuant to
any provision hereof until it shall have been requested to do so by the
Borrower, or shall have received the instrument to be executed and at the
Issuer’s option shall have received from the Borrower assurance satisfactory to
the Issuer that the Issuer shall be reimbursed for its reasonable expenses
incurred or to be incurred in connection with taking such action or executing
such instrument.  The Bonds and interest and premium, if any, thereon,
and any obligation of the Issuer under the Agreement or this Indenture, shall
never constitute a debt or indebtedness of the Issuer within the meaning of any
constitutional or statutory provision or limitation and shall not constitute nor
give rise to a pecuniary liability of the Issuer or a charge against its general
credit or taxing powers.

       

      SECTION
5.07                                RIGHT
TO PAYMENTS UNDER AGREEMENT; INSTRUMENTS OF FURTHER ASSURANCE.  The
Issuer covenants that it will defend its right to the payment of amounts due
from the Borrower under the Agreement to the Trustee, for the benefit of the
Owners of the Bonds against the claims and demands of all persons
whomsoever.  The Issuer covenants that it will do, execute,
acknowledge and deliver or cause to be done, executed, acknowledged and
delivered, such indentures supplemental hereto and such further acts,
instruments and transfers as the Trustee may reasonably require for the better
assuring, transferring, conveying, pledging, assigning and confirming unto the
Trustee all and singular the rights assigned hereby and the amounts pledged
hereto, to the payment of the principal of and premium, if any, and interest on
the Bonds.  The Issuer covenants and agrees

       


      
        
           


        

        
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      that,
except as provided herein and in the Agreement, it will not sell, convey,
mortgage, encumber or otherwise dispose of any part of the Revenues or its
rights under the Agreement.

       

      SECTION
5.08                                TAX
COVENANTS.

       

      (a)           Pursuant
to the Agreement and the Tax Certificate, the Borrower covenants to maintain the
Tax-Exempt status of the Bonds pursuant to Section 103(a) of the Code, or
Section 103 of the 1986 Code, as applicable, and will take, or require to be
taken, such acts as may be reasonably within its ability and as may from time to
time be required under applicable law and regulation to continue the Tax-Exempt
status of the Bonds; and in furtherance of such covenants, the Issuer agrees to
comply with the Tax Certificate.

       

      (b)           Pursuant
to the Agreement and the Tax Certificate, the Borrower covenants that it will
not take any action or fail to take any action with respect to the Bonds which
would cause such Bonds to be “arbitrage bonds” within the meaning of such term
as used in Section 148 of the 1986 Code.

       

      (c)           Pursuant
to the Agreement and the Tax Certificate, the Borrower shall make any and all
payments required to be made to the United States Department of the Treasury in
connection with the Bonds pursuant to Section 148(f) of the 1986 Code from
amounts on deposit in the funds and accounts established under this Indenture
and available therefor.

       

      (d)           Pursuant
to the Agreement and the Tax Certificate, the Borrower covenants that it will
not use or permit the use of any property financed with the proceeds of the
Bonds by any person (other than a state or local governmental unit) in such
manner or to such extent as would result in a loss of the Tax-Exempt status of
the Bonds.

       

      (e)           Notwithstanding
any other provisions of this Indenture to the contrary, so long as necessary in
order to maintain the Tax-Exempt status of the Bonds under Section 103(a) of the
Code, or Section 103 of the 1986 Code, as applicable, the covenants in this
Section 5.08 shall survive the payment of the Bonds and the interest thereon,
including any payment or defeasance thereof pursuant to Section 8.01
hereof.

       

      SECTION
5.09                                INSPECTION
OF PROJECT BOOKS.  The Issuer and the Trustee covenant and agree that
all books and documents in their possession relating to the Project and the
Revenues shall at all times, with prior notice, be open to inspection by such
accountants or other agencies as the other party may from time to time
designate.

       

      SECTION
5.10                                RIGHTS
UNDER AGREEMENT.  The Agreement, a duly executed counterpart of which
has been filed with the Trustee, sets forth the covenants and obligations of the
Issuer and the Borrower, and reference is hereby made to the same for a detailed
statement of said covenants and obligations of the Borrower thereunder, and the
Issuer agrees that the Trustee in its name or in the name of the Issuer may
enforce all rights of the Issuer and all obligations of the Borrower under and
pursuant to the Agreement for and on behalf of the Bondholders, whether or not
the Issuer is in default hereunder.  Nothing herein contained shall be
construed to prevent the Issuer from enforcing directly any and all of its
rights under Sections 4.2(d), 4.2(e), 4.2(h) and 6.4 of the
Agreement.

       


      
        
           


        

        
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      SECTION
5.11                                CONTINUING
DISCLOSURE.  Pursuant to Section 5.12 of the Agreement, the Borrower
shall undertake to satisfy the continuing disclosure requirements promulgated
under S.E.C. Rule 15c2-12, as it may from time to time hereafter be amended or
supplemented, if applicable.  The Issuer shall have no liability to
the holders of the Bonds or any other person with respect to such disclosure
matters.  Notwithstanding any other provision of this Indenture,
failure of the Borrower to comply with the requirements of S.E.C. Rule 15c2-12,
as it may from time to time hereafter be amended or supplemented, shall not be
considered an Event of Default; however, the Trustee, subject to Article X, may
(and, at the written request of the Remarketing Agent or the holders of at least
25% aggregate principal amount of Outstanding Bonds, shall), or any Bondholder
or beneficial owner of any Bonds may, take such actions as may be necessary and
appropriate, including seeking mandate or specific performance by court order,
to cause the Borrower to comply with its obligations under Section 5.12 of the
Agreement.

       

      SECTION
5.12                                DELIVERY
OF BOND INSURANCE, LIQUIDITY FACILITY OR LETTER OF CREDIT; TERMINATION OF LETTER
OF CREDIT.

       

      (a)           Following
the initial delivery of the Bonds, whenever the Borrower has delivered to the
Trustee a commitment for the delivery of a Liquidity Facility, a Letter of
Credit or Bond Insurance pursuant to Section 5.13, 5.14 or 5.16 of the
Agreement, as applicable, the Trustee shall mail by first class mail a notice to
all Bondholders (and any Bond Insurer, any Liquidity Provider and any Bank which
shall continue to provide Bond Insurance, a Liquidity Facility or a Letter of
Credit with respect to the Bonds following delivery of such new Bond Insurance,
Liquidity Facility or Letter of Credit) stating: (i) the name of the Bond
Insurer, Liquidity Provider or Bank, as applicable; (ii) the date on which such
new Bond Insurance, Liquidity Facility or Letter of Credit will become
effective; and (iii) the rating expected to apply to the Bonds after such new
Bond Insurance, Liquidity Facility or Letter of Credit is
delivered.  Such notice shall be mailed at least ten (10) days prior
to the effective date of such new Bond Insurance, Liquidity Facility or Letter
of Credit.  In no event shall there be more than one Letter of Credit
or Liquidity Facility in effect with respect to the Bonds at the same
time.

       

      (b)           Upon
receipt of any Bond Insurance, Liquidity Facility or Letter of Credit (other
than the Initial Letter of Credit), the Trustee shall provide notice thereof to
the Issuer, each Rating Agency then rating the Bonds and the
Borrower.

       

      (c)           Not
later than ten (10) days before the Expiration Date of any Letter of Credit
(including expiration upon replacement), the Trustee shall mail notice of such
expiration and notice that all such Bonds are subject to mandatory purchase on
the Business Day before such Expiration Date (or, in the case of replacement
with Bond Insurance, a Liquidity Facility or a Letter of Credit, on the
effective date of such Bond Insurance, Liquidity Facility or Letter of Credit,
in which case any draw to pay the purchase price of such Bonds shall be made on
the expiring Letter of Credit).  Such notice may be included in the
notice given pursuant to paragraph (a) of this Section, if
applicable.

       

      ARTICLE
VI

       

      


       

      REVENUES
AND FUNDS

       


      
        
           


        

        
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      SECTION
6.01                                SOURCE
OF PAYMENT OF BONDS; LIABILITY OF ISSUER LIMITED TO REVENUES.  The
Bonds and all payments required of the Issuer hereunder are not general
obligations of the Issuer but are limited obligations of the
Issuer.  The Trust Estate is pledged and assigned to the payment of
the principal of and interest and premium, if any, on the Bonds.  The
payments provided in subsection (a) of Section 4.2 of the Agreement are to be
remitted directly to the Trustee for the account of the Issuer and deposited in
the Bond Fund.  Such payments, sufficient in amount to insure the
prompt payment of the principal of and premium, if any, and interest on the
Bonds, are pledged to such payment.

       

      All
Revenues shall be held in trust for the benefit of the holders from time to time
of the Bonds, but shall nevertheless be disbursed, allocated and applied solely
for the uses and purposes hereinafter set forth in this Article
VI.  Notwithstanding the foregoing provisions of this Section 6.01,
that portion of the Revenues permitted to be returned to the Borrower under
Section 6.10 hereof shall not be subject to the pledge and lien of this
Indenture.

       

      The Bonds
shall not constitute a debt or liability or a pledge of the faith and credit of
the Issuer or the State, but shall be payable solely from the funds herein
provided therefor.  The issuance of the Bonds shall not directly or
indirectly or contingently obligate the Issuer, the State or any political
subdivision thereof to levy or to pledge any form of taxation whatever therefor
or to make any appropriation for their payment.

       

      Notwithstanding
any provisions of the Agreement or this Indenture to the contrary, the Issuer
shall not be required to advance any moneys derived from any source other than
Revenues and other assets pledged under this Indenture for any purposes
mentioned in this Indenture, whether for the payment of the principal or
purchase price of, or redemption premium, if any, or interest on the Bonds or
otherwise; provided, however, the Issuer may, but shall not be required to,
advance funds of the Issuer which may be available to it for such
purposes.

       

      SECTION
6.02                                CREATION
OF THE BOND FUND.  There is hereby created by the Issuer and ordered
established with the Trustee a trust fund to be designated “Clark County, Nevada
Industrial Development Revenue Bonds (Southwest Gas Corporation Project) Series
2008A - Bond Fund” (the “Bond Fund”), which shall be used to pay the principal
of and premium, if any, and the interest on the Bonds.

       

      If a
Letter of Credit is applicable to the Bonds, the Trustee shall create within the
Bond Fund an account called the “Letter of Credit Account,” into which all
moneys drawn under the Letter of Credit to pay principal, interest, or
redemption price (including premium, if any) of the Bonds shall be deposited and
disbursed.  Neither the Borrower nor the Issuer shall have any rights
to or interest in the Letter of Credit Account.  The Letter of Credit
Account shall be established and maintained by the Trustee and held in trust
apart from all other moneys and securities held under this Indenture or
otherwise, and the Trustee shall have the exclusive and sole right of withdrawal
of funds from the Letter of Credit Account for the exclusive benefit of the
Holders of the Bonds.  No moneys from the Letter of Credit Account may
in any circumstance be used to pay principal or redemption price (including
premium, if any) of or interest on any Bank Bonds or Borrower
Bonds.

       


      
        
           


        

        
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      SECTION
6.03                                PAYMENTS
INTO THE BOND FUND.  There shall be deposited into the Bond Fund from
time to time the following:

       

      (a)           all
accrued interest, if any, paid by the Initial Purchaser of the
Bonds;

       

      (b)           all
payments specified in Section 4.2(a) of the Agreement; and

       

      (c)           all
other moneys received by the Trustee under and pursuant to the provisions of
Section 2.11 of this Indenture or the Bond Insurance or by any of the provisions
of the Agreement, when accompanied by directions from the person depositing such
moneys that such moneys are to be paid into the Bond Fund.

       

      The
Issuer hereby covenants and agrees that so long as any of the Bonds issued
hereunder are outstanding it will cause to be deposited in the Bond Fund
sufficient amounts from Revenues promptly to meet and pay the principal of and
premium, if any, and interest on the Bonds as the same become due and payable.
Nothing herein shall be construed as requiring the Issuer to use any funds or
revenues from any source other than the Trust Estate.

       

      SECTION
6.04                                DRAWS
ON THE LETTER OF CREDIT.

       

      (a)           The
Trustee shall draw moneys under any Letter of Credit in accordance with the
terms thereof in an amount necessary to make timely payments of principal of,
premium, if any, and interest on the Bonds, other than Bonds owned by or for the
account of the Borrower or the Bank, when due whether at maturity, interest
payment date, redemption, acceleration or otherwise.  In addition, the
Trustee shall draw moneys under any such Letter of Credit in accordance with the
terms thereof to the extent necessary to make timely payments required to be
made pursuant to, and in accordance with Section 4.01, 4.02 and 4.11
hereof.

       

      (b)           Immediately
after making a drawing under any Letter of Credit which has been honored, the
Trustee shall reimburse the Bank, in accordance with the terms of the
Reimbursement Agreement and Section 6.04(c) hereof, for the amount of the
drawing using moneys, if any, contained in:

       

      (i)                the
Bond Fund, if the drawing was to pay principal or interest on the Bonds enhanced
by such Letter of Credit; and

       

      (ii)                the
Redemption Account, if the drawing was to redeem Bonds enhanced by such Letter
of Credit.

       

      (c)           Each
payment to the Bank described in the immediately preceding subsection shall be
made by the Trustee by wire transfer to the Bank (to such account as the Bank
may from time to time indicate) of the applicable amount immediately following,
and on the same Business Day as, the Bank’s initiation of payment of the
corresponding drawing under the Letter of Credit.

       

      (d)           If
the Trustee has made a proper drawing on the Letter of Credit and the Bank
wrongfully fails to make a payment for debt service due on the Bonds by 2:00
p.m. (New York City time) or the Letter of Credit has been repudiated, the
Trustee, upon a Responsible

       


      
        
           


        

        
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      Officer
becoming aware of such event, shall immediately notify the Borrower and request
payment of the debt service due in immediately available funds by 4:00 p.m. (New
York City time).

       

      (e)           The
Trustee shall comply with the procedures set forth in any Letter of Credit
relating to the termination, surrender and cancellation thereof.

       

      (f)           If
a Letter of Credit is enhancing the Bonds, the Trustee shall hold and maintain
such Letter of Credit for the benefit of the Bondholders, until such Letter of
Credit expires in accordance with its terms.  Subject to the
provisions of this Indenture, the Trustee shall enforce all terms, covenants and
conditions of each Letter of Credit, including payment when due of any draws on
such Letter of Credit, and the provisions relating to the payment of draws on,
and reinstatement of amounts that may be drawn under, such Letter of Credit, and
will not consent to, agree to or permit any amendment or modification of such
Letter of Credit which would materially adversely affect the rights or security
of the Holders of the Bonds enhanced by such Letter of Credit.  If at
any time during the term of any Letter of Credit any successor Trustee shall be
appointed and qualified under this Indenture, the resigning or removed Trustee
shall request that the Bank transfer such Letter of Credit to the successor
Trustee.  If the resigning or removed Trustee fails to make this
request, the successor Trustee shall do so before accepting
appointment.

       

      SECTION
6.05                                USE
OF MONEYS IN THE BOND FUND AND CERTAIN OTHER MONEYS.  Except as
provided in Sections 4.11, 6.07, 6.10 and 10.03 hereof and subject to the
provisions of the Tax Certificate, moneys in the Bond Fund shall be used solely
for (i) the payment of the principal of and premium, if any, and interest on the
Bonds as the same shall become due and payable at maturity, upon redemption or
otherwise, or (ii) to reimburse the Bank for draws on the Letter of Credit used
to make the payments described in (i).  Funds for such payments of the
principal of and premium, if any, and interest on the Bonds held by Owners other
than the Bank, the Liquidity Provider, the Bond Insurer or the Borrower, shall
be derived from the following sources in the order of priority
indicated:

       

      (a)           moneys
paid into the Letter of Credit Account of the Bond Fund from a draw by the
Trustee under any Letter of Credit enhancing the Bonds;

       

      (b)           from
moneys paid into the Bond Fund pursuant to Section 6.03(a) hereof which shall be
applied to the payment of interest on the Bonds;

       

      (c)           from
moneys held by the Trustee pursuant to Article VIII hereof, such moneys to be
applied only to the payment of the principal of and premium, if any, and
interest on Bonds which are deemed to be paid in accordance with Article VIII
hereof;

       

      (d)           from
proceeds of refunding bonds pursuant to the provisions of Section 2.11 of this
Indenture and from income from the investment of such proceeds; and

       

      (e)           from
all other amounts on deposit in the Bond Fund, including amounts paid by the
Borrower pursuant to the provisions of Section 4.2(a) or Article VII of the
Agreement, and proceeds from the investment thereof.

       


      
        
           


        

        
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      SECTION
6.06                                CUSTODY
OF THE BOND FUND.  The Bond Fund shall be in the custody of the
Trustee but in the name of the Issuer and the Issuer hereby authorizes and
directs the Trustee to withdraw in accordance with the provisions of Section
6.05 of this Indenture sufficient funds from the Bond Fund to pay the principal
of, premium, if any, and interest on the Bonds as the same become due and
payable, which authorization and direction the Trustee hereby
accepts.

       

      SECTION
6.07                                NON-PRESENTMENT
OF BONDS.  In the event any Bond shall not be presented for payment
when the principal thereof becomes due, either at maturity or otherwise, or at
the date fixed for redemption thereof or in the event any interest payment
thereon is unclaimed, if moneys sufficient to pay such Bond or interest shall
have been deposited in the Bond Fund, all liability of the Issuer to the Owner
thereof for the payment of such Bond or interest shall forthwith cease,
determine and be completely discharged, and thereupon it shall be the duty of
the Trustee to hold such moneys, without liability for interest thereon, for the
benefit of the Owner of such Bond who shall thereafter be restricted exclusively
to such moneys, for any claim of whatever nature on his part under this
Indenture or on, or with respect to, said Bond.  Any moneys so
deposited with and held by the Trustee not so applied to the payment of Bonds or
such interest, if any, within one (1) year after the date on which the same
shall have become due shall be paid by the Trustee to the Borrower upon the
written direction of an Authorized Borrower Representative and thereafter
Bondholders shall be entitled to look only to the Borrower for payment, and then
only to the extent of the amount so repaid, and the Borrower shall not be liable
for any interest thereon and shall not be regarded as a trustee of such moneys
and the Trustee shall have no further responsibility with respect to such
moneys.

       

      SECTION
6.08                                TRUSTEE
FEES, CHARGES AND EXPENSES.  The Trustee agrees that the Issuer shall
have no liability for any fees, charges and expenses of the Trustee, and the
Trustee agrees to look only to the Borrower for the payment of all fees, charges
and expenses of the Trustee as provided in the Agreement and in this
Indenture.

       

      SECTION
6.09                                MONEYS
TO BE HELD IN TRUST.  All moneys required to be deposited with or paid
to the Trustee for deposit into the Bond Fund under any provision hereof, all
moneys withdrawn from the Bond Fund and held by the Trustee shall be held by the
Trustee in trust, and such moneys (other than moneys held pursuant to Section
6.07 hereof) shall, while so held, constitute part of the Trust Estate and be
subject to the lien hereof.  Moneys held for the payment of the
purchase price of Bonds pursuant to Article IV hereof shall not constitute part
of the Trust Estate and shall be held in a special purpose trust account which
will be established and maintained by the Trustee and held for the exclusive
benefit of the holders of Bonds with respect to which such purchase was
made.

       

      SECTION
6.10                                REPAYMENT
TO THE BORROWER FROM THE BOND FUND.  Any amounts remaining in the Bond
Fund after payment in full of the principal of and premium, if any, and interest
on the Outstanding Bonds (or provision for payment thereof as provided in this
Indenture), the fees, charges and expenses of the Issuer, the Trustee, the
Liquidity Provider, the Bank, the Remarketing Agent and the Auction Agent, and
all other amounts required to be paid under the Agreement, the Bond Insurance,
the Liquidity Facility, the Letter of Credit, and this Indenture shall be paid
to the Borrower as provided in Section 9.5 of the Agreement.

       


      
        
           


        

        
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      SECTION
6.11                                REVENUES
TO BE PAID OVER TO TRUSTEE.  The Issuer will cause the Revenues to be
paid to the Trustee for deposit in the Bond Fund in accordance with the terms of
this Indenture to effect payment of the principal of and premium, if any, and
interest on the Bonds as the same become due.

       

      SECTION
6.12                                PAYMENTS
OF PRINCIPAL AND INTEREST.  The Trustee shall pay from Revenues
received by the Trustee, in the order of priority indicated in Section 6.05
hereof, the principal of and premium, if any, and interest on, the Bonds as the
same become due and payable.  If, prior to the maturity of any Bond,
the Borrower surrenders such Bond to the Trustee for cancellation, the Trustee
shall cancel such Bond.

       

      SECTION
6.13                                REVENUES
TO BE HELD FOR ALL BONDHOLDERS; CERTAIN EXCEPTIONS.  Revenues and
investments thereof shall, until applied as provided in this Indenture, be held
by the Trustee for the benefit of the Owners of all Outstanding Bonds, except as
provided by Sections 2.11, 6.07 and 6.10 hereof and except that any portion of
the Revenues representing principal of and premium, if any, and interest on, any
Bonds previously called for redemption in accordance with Article III of this
Indenture or previously matured or representing unclaimed interest on the Bonds
shall be held for the benefit of the Owners of such Bonds only and shall not be
deposited or invested pursuant to Article VII hereof, notwithstanding any
provision of Article VII.

       

      SECTION
6.14                                REBATE
FUND.  There is hereby created by the Issuer and ordered established
with the Trustee a custodial fund to be designated the “Clark County, Nevada
Industrial Development Revenue Bonds (Southwest Gas Corporation Project) Series
2008A - Rebate Fund” (the “Rebate Fund”).  The Trustee shall establish
within the Rebate Fund a separate account designated
“Tax-Exempt”.  The Trustee covenants and agrees to deposit to the
Rebate Fund amounts paid to the Trustee by the Borrower pursuant to Section
4.2(g) of the Agreement and, at the written direction of an Authorized Borrower
Representative, to withdraw from such Rebate Fund such amounts at such times in
order to pay the Rebate Requirement (as defined in the Tax Certificate) in
accordance with the Tax Certificate.  Funds on deposit in the Rebate
Fund are not part of the Trust Estate.

       

      SECTION
6.15                                BOND
INSURANCE PAYMENTS.  As long as any Bond Insurance shall be in full
force and effect with respect to the Bonds hereunder, the Issuer, the Trustee
and any Paying Agent for the Bonds agree to comply with the following
provisions:

       

      (a)           at
least one (1) day prior to all Interest Payment Dates the Trustee or Paying
Agent will determine whether there will be sufficient funds in the Bond Fund to
pay the principal of or interest on the Bonds on such Interest Payment
Date.  If the Trustee or Paying Agent determines that there will be
insufficient funds in such Bond Fund, the Trustee or Paying Agent shall so
notify the Bond Insurer.  Such notice shall specify the amount of the
anticipated deficiency, and whether such Bonds will be deficient as to principal
or interest, or both.  If the Trustee or Paying Agent has not so
notified the Bond Insurer at least one (1) day prior to an Interest Payment
Date, the Bond Insurer will make payments of principal or interest due on the
Bonds on or before the first (1st) day following the date on which the Bond
Insurer shall have received notice of nonpayment from the Trustee or Paying
Agent.

       


      
        
           


        

        
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      (b)           the
Trustee or Paying Agent shall, after giving notice to the Bond Insurer as
provided in (a) above, make available to the Bond Insurer and, at the Bond
Insurer’s direction, to an insurance trustee for the Bond Insurer or any
successor insurance trustee (the “Insurance Trustee”), the registration books of
the Issuer maintained by the Trustee or Paying Agent, and all records relating
to the funds maintained under the Indenture.

       

      (c)           the
Trustee or Paying Agent shall provide the Bond Insurer and the Insurance Trustee
with a list of registered owners of Bonds entitled to receive principal or
interest payments from the Bond Insurer under the terms of the Bond Insurance,
and shall make arrangements with the Insurance Trustee (i) to mail checks
or drafts to the registered owners of such Bonds entitled to receive full or
partial interest payments from the Bond Insurer and (ii) to pay principal
upon such Bonds surrendered to the Insurance Trustee by the registered owners of
Bonds entitled to receive full or partial principal payments from the Bond
Insurer.

       

      (d)           the
Trustee or Paying Agent shall, at the time it provides notice to the Bond
Insurer pursuant to (a) above, notify registered owners of Bonds entitled to
receive the payment of principal or interest thereon from the Bond Insurer
(i) as to the fact of such entitlement, (ii) that the Bond Insurer
will remit to them all or a part of the interest payments next coming due upon
proof of Bondholder entitlement to interest payments and delivery to the
Insurance Trustee, in form satisfactory to the Insurance Trustee, of an
appropriate assignment of the registered owner’s right to payment,
(iii) that should they be entitled to receive full payment of principal
from the Bond Insurer, they must surrender their Bonds (along with an
appropriate instrument of assignment in form satisfactory to the Insurance
Trustee to permit ownership of such Bonds to be registered in the name of the
Bond Insurer) for payment to the Insurance Trustee, and not the Trustee or
Paying Agent, and (iv) that should they be entitled to receive partial
payment of principal from the Bond Insurer, they must surrender their Bonds for
payment thereon first to the Trustee or Paying Agent, who shall note on such
Bonds the portion of the principal paid by the Trustee or Paying Agent, and
then, along with an appropriate instrument of assignment in form satisfactory to
the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid
portion of principal.

       

      (e)           in
the event that the Trustee or Paying Agent has notice that any payment of
principal of or interest on a Bond which has become due for payment and which is
made to a Bondholder by or on behalf of the Issuer has been deemed a
preferential transfer and theretofore recovered from its registered owner
pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in
accordance with the final, nonappealable order of a court having competent
jurisdiction, the Trustee or Paying Agent shall, at the time the Bond Insurer is
notified pursuant to (a) above, notify all registered owners that in the event
that any registered owner’s payment is so recovered, such registered owner will
be entitled to payment from the Bond Insurer to the extent of such recovery if
sufficient funds are not otherwise available, and the Trustee or Paying Agent
shall furnish to the Bond Insurer its records evidencing the payments of
principal of and interest on the Bonds which have been made by the Trustee or
Paying Agent and subsequently recovered from registered owners and the dates on
which such payments were made.

       

      (f)           in
addition to those rights granted the Bond Insurer hereunder, the Bond Insurer
shall, to the extent it makes payment of principal of or interest on Bonds,
become subrogated to the rights of the recipients of such payments in accordance
with the terms of the

       


      
        
           


        

        
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      Bond
Insurance, and to evidence such subrogation (i) in the case of subrogation
as to claims for past due interest, the Trustee or Paying Agent shall note the
Bond Insurer’s rights as subrogee on the registration books of the Issuer
maintained by the Trustee or Paying Agent upon receipt from the Bond Insurer of
proof of the payment of interest thereon to the registered owners of the Bonds,
and (ii) in the case of subrogation as to claims for past due principal,
the Trustee or Paying Agent shall note the Bond Insurer’s rights as subrogee on
the registration books of the Issuer maintained by the Trustee or Paying Agent
upon surrender of the Bonds by the registered owners thereof together with proof
of the payment of principal thereof.

       

      ARTICLE
VII

       

      


       

      INVESTMENT
OF MONEYS

       

      SECTION
7.01                                INVESTMENT
OF MONEYS.  The Trustee shall invest and reinvest any moneys held as
part of the Bond Fund upon the written direction of an Authorized Borrower
Representative in Investment Securities.  Any such investments shall
be held by or under the control of the Trustee and shall be deemed at all times
a part of the fund for which they were made.  The interest accruing
thereon, any profit realized from such investments and any loss resulting from
such investments shall be credited or charged to such fund in accordance with
Section 3.4 of the Agreement.  The Trustee shall sell and reduce to
cash a sufficient amount of such investments of the Bond Fund, in accordance
with written directions or oral directions promptly confirmed by telecopy or
other writing of an Authorized Borrower Representative, whenever the cash
balance in the Bond Fund is insufficient to pay the principal of and premium, if
any, and interest on the Bonds when due.  Moneys comprising proceeds
of a draw on a Letter of Credit or Liquidity Facility, and other moneys held for
the payment of the purchase price of Bonds pursuant to Article IV hereof or the
payment of Bonds pursuant to Section 6.07 and 6.13 hereof, shall be held
uninvested.

       

      SECTION
7.02                                INVESTMENTS;
ARBITRAGE.  The Trustee may make any and all investments permitted by
the provisions of Section 7.01 hereof through its own bond
department.  The Trustee may act as principal or agent in the making
or disposing of any investments, and may act as sponsor, advisor or manager in
connection with any such investments.  The provisions of this
subsection shall apply to affiliates of the Trustee.  As and when any
amount invested pursuant to this Article may be needed for disbursement, the
Trustee may cause a sufficient amount of such investments to be sold and reduced
to cash to the credit of such funds.

       

      The
Borrower has covenanted in Section 5.11 of the Agreement that it will not take
any action or fail to take any action with respect to the Bonds to cause the
Bonds to be treated as “arbitrage bonds” within the meaning of Section 148(a) of
the 1986 Code.

       


      
        
           


        

        
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      ARTICLE
VIII

       

      


       

      DEFEASANCE

       

      SECTION
8.01                                DEFEASANCE.  

       

      (a)           If
the Issuer shall pay or cause to be paid, or there shall be otherwise paid or
provision for payment made to or for the Owners of the Bonds the principal,
premium, if any, and interest due or to become due thereon at the times and in
the manner stipulated therein, and if the Issuer shall keep, perform and observe
all the covenants and promises in the Bonds and in this Indenture expressed as
to be kept, performed and observed by it or on its part, and shall pay or cause
to be paid to the Trustee all sums of money due or to become due according to
the provisions hereof, then this Indenture and the lien, rights and interests
created hereby shall cease, determine and become null and void (except as to any
surviving rights of payment, registration, transfer or exchange of Bonds herein
provided for), whereupon the Trustee upon written request of an Authorized
Issuer Representative shall cancel and discharge this Indenture, and execute and
deliver to the Issuer such instruments in writing as shall be requested by an
Authorized Issuer Representative and requisite to discharge this Indenture, and
release, assign and deliver unto the Issuer any and all the estate, right, title
and interest in and to any and all rights assigned or pledged to the Trustee or
otherwise subject to this Indenture, except amounts in the Bond Fund required to
be paid to the Borrower under Section 6.10 hereof and except moneys or
securities held by the Trustee for the payment of the principal of and premium,
if any, and interest on, and purchase prices of, the
Bonds.  Notwithstanding the foregoing, under no circumstances may the
Issuer or the Borrower receive any funds derived from a draw on any Letter of
Credit, Liquidity Facility, Bond Insurance or moneys held for the payment of
particular Bonds.

       

      (b)           Any
Bond or Authorized Denomination thereof shall be deemed to be paid within the
meaning of this Indenture when (a) payment of the principal of and premium, if
any, on such Bond or Authorized Denomination thereof, plus interest thereon to
the due date thereof (whether such due date is by reason of maturity or upon
redemption as provided herein) (i) shall have been made or caused to be
made in accordance with the terms thereof, (ii) shall have been provided for by
depositing sufficient amounts as described in clause (1) and/or (2) below for
such payment with the Trustee and the due date of such principal, interest and
premium, if any, has occurred, (iii) in the case of a Bond which bears interest
at a Flexible Rate or a Term Rate, shall have been provided for by irrevocably
depositing with the Trustee in trust and irrevocably setting aside exclusively
for such payment on such due date (which due date shall be in the case of a Bond
bearing interest at a Flexible Rate no later than the Interest Payment Date for
the then current Flexible Segment for such Bond and in the case of a Bond
bearing interest at a Term Rate no later than the last Interest Payment Date for
the then current Term Rate Period for such Bond) sufficient amounts as described
in clause (1) and/or (2) below, or (iv) in the case of a Bond which bears
interest at a Daily Rate or a Weekly Rate, shall have been provided for by
irrevocably depositing with the Trustee in trust from Available Moneys and
irrevocably setting aside exclusively for such payment on the first possible
redemption date or purchase date applicable to such Bond (and, to the extent the
rate of interest payable on such Bond prior to such redemption or purchase date
is not known, the Trustee shall have either received a confirmation from the
Rating Agency then rating the Bonds that the defeasance will not result
in

       


      
        
           


        

        
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      the
reduction or withdrawal of the then-current ratings on the Bond or such rate of
interest shall be assumed to be the maximum rate payable thereon), (1) cash
(insured at all times by the Federal Deposit Insurance Corporation or otherwise
collateralized with obligations described in clause (2) following), or
(2) direct non-callable obligations of (including obligations issued or
held in book entry form on the books of) the Department of the Treasury of the
United States of America maturing as to principal and interest in such amount
and at such time as will insure the

       

      availability
of sufficient moneys to make such payment, and (b) all necessary and proper
fees, compensation and expenses of the Trustee pertaining to any such deposit
shall have been paid or the payment thereof provided for to the satisfaction of
the Trustee; provided, however, that no Bond shall be deemed paid pursuant to
this Article VIII prior to the due date for the payment of principal,
premium if any, and interest thereon unless there shall have been delivered an
opinion of Bond Counsel to the effect that such treatment will not adversely
affect the Tax-Exempt status of any Bonds hereunder and will not cause such
Bonds to be treated as sold or otherwise disposed of for the purposes of
Section 1001 of the 1986 Code (or any successor provision).  At
such times as a Bond or Authorized Denomination thereof shall be deemed to be
paid hereunder, as aforesaid, such Bond or Authorized Denomination thereof shall
no longer be secured by or entitled to the benefits of this Indenture (other
than Sections 2.04 and 2.08 hereof in the case of a deposit under clause
(a)(iii) above), except for the purposes of any such payment from such moneys or
government obligations referred to in clause (2) above.

       

      (c)           Notwithstanding
the foregoing paragraph, in the case of a Bond or Authorized Denomination
thereof which by its terms may be redeemed prior to the stated maturity thereof,
no deposit under clause (a)(iii) of the immediately preceding paragraph shall be
deemed a payment of such Bond or Authorized Denomination thereof as aforesaid
until: (a) proper notice of redemption of such Bond or Authorized Denomination
thereof shall have been previously given in accordance with Article III of this
Indenture, or in the event said Bond or Authorized Denomination thereof is not
to be redeemed within the succeeding seventy-five (75) days, until the Borrower
shall have given the Trustee on behalf of the Issuer, in form satisfactory to
the Trustee, irrevocable instructions to notify, as soon as practicable, the
Owner of such Bond or Authorized Denomination thereof in accordance with Article
III hereof, that the deposit required by (a)(iii) above has been made with the
Trustee and that said Bond or Authorized Denomination thereof is deemed to have
been paid in accordance with this Article and stating the maturity or redemption
date upon which moneys are to be available for the payment of the principal of
and the applicable premium, if any, on said Bond or Authorized Denomination
thereof, plus interest thereon to the due date thereof, or (b) the maturity of
such Bond or Authorized Denomination thereof.

       

      (d)           Notwithstanding
any provision of any other Article of this Indenture which may be contrary to
the provisions of this Article, all moneys or government obligations set aside
and held in trust pursuant to the provisions of this Article for the payment of
Bonds or Authorized Denominations thereof (including interest and premium
thereon, if any) shall be applied to and used solely for the payment of the
particular Bonds or Authorized Denominations thereof (including interest and
premium thereon, if any) with respect to which such moneys and government
obligations have been so set aside in trust.

       


      
        
           


        

        
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      (e)           Notwithstanding
anything herein to the contrary, in the event that the principal and/or interest
due on the Bonds shall be paid by the Bond Insurer pursuant to the Bond
Insurance, the Bonds shall remain Outstanding for all purposes, not be defeased
or otherwise satisfied and not be considered paid by the Issuer, and the
assignment and pledge of the Trust Estate and all covenants, agreements and
other obligations of the Issuer to the registered owners shall continue to exist
and shall run to the benefit of the Bond Insurer, and the Bond Insurer shall be
subrogated to the rights of such registered owners.

       

      (f)           Anything
in Article XI hereof to the contrary notwithstanding, if moneys or government
obligations have been deposited or set aside with the Trustee pursuant to this
Article for the payment of Bonds or Authorized Denominations thereof and the
interest and premium, if any, thereon and such Bonds or Authorized Denominations
thereof and the interest and premium, if any, thereon shall not have in fact
been actually paid in full, no amendment to the provisions of this Article shall
be made without the consent of the Owner of each of the Bonds affected
thereby.

       

      ARTICLE
IX

       

      


       

      DEFAULT
PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS

       

      SECTION
9.01                                DEFAULTS;
EVENTS OF DEFAULT.  If any of the following events occurs with respect
to a Bond or Bonds, it is hereby defined as and declared to be and to constitute
a default or an Event of Default:

       

      (a)           Failure
to make payment of any installment of interest upon any Bond after such payment
has become due and payable;

       

      (b)           Failure
to make payment of the principal of and premium, if any, on any
Bond  at the stated maturity thereof or upon the unconditional
redemption thereof;

       

      (c)           A
failure to pay an amount due pursuant to Article IV hereof when the same shall
have become due and payable with respect to any Bond;

       

      (d)           The
occurrence of an “Event of Default” under the Agreement affecting any
Bonds;

       

      (e)           Failure
on the part of the Issuer to perform or observe any of its covenants, agreements
or conditions in this Indenture or in the Bonds and failure to remedy the same
after notice thereof pursuant to Section 9.10 hereof;

       

      (f)           While
the Bonds are supported by a Letter of Credit, the Trustee shall have received
written notice from the Bank of the occurrence of an event of default under the
Reimbursement Agreement, and requesting that the Trustee declare an acceleration
of such Bonds pursuant to Section 9.02 hereof; and

       

      (g)           While
the Bonds are supported by a Letter of Credit, the Trustee shall receive written
notice from the Bank within ten (10) calendar days after an interest
drawing

       


      
        
           


        

        
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      under the
Letter of Credit, or as otherwise provided in the Reimbursement Agreement, that
the Bank has not reinstated the amount so drawn.

       

      SECTION
9.02                                ACCELERATION.  Upon
the occurrence and continuance of an Event of Default under Section 9.01 hereof,
the Trustee may, and upon the written request of the Owners of not less than a
majority in aggregate principal amount of Bonds Outstanding, shall (in all cases
only with the consent of the Bank or the Bond Insurer, if any, except in the
case of a Bank Default or Insurer Default, respectively), by notice in writing
delivered to the Borrower, with copies to the Issuer, the Bond Insurer, the
Liquidity Provider, the Bank, the

       

      Remarketing
Agent and the Auction Agent, declare the principal of all Bonds and the interest
accrued thereon to the date of such declaration immediately due and payable, and
such principal and interest shall thereupon become and be immediately due and
payable; provided that, with respect to an Event of Default under Section
9.01(f) or Section 9.01(g), interest shall cease to accrue from and after the
date the Bonds become immediately due and payable, while in all other cases
interest shall continue to accrue until all such amounts are paid.  On
the date of any such declaration, the Trustee shall promptly draw upon any then
existing Letter of Credit in accordance with the terms thereof and apply the
amount so drawn to pay the principal of and interest on the
Bonds.  Upon any such declaration, the Trustee shall declare all
indebtedness related to the Bonds and payable under Section 4.2(a) of the
Agreement to be immediately due and payable in accordance with Section 6.2 of
the Agreement and may exercise and enforce such rights as exist under the
Agreement and this Indenture.  The above provisions are subject to
waiver, rescission and annulment as provided in Section 9.09
hereof.

       

      Notwithstanding
anything to the contrary in the preceding paragraph, upon receipt of notice from
the Bank described in Section 9.01(f) or Section 9.01(g), the Trustee shall, by
notice in writing delivered to the Borrower, with copies to the Issuer, the Bond
Insurer, the Liquidity Provider, the Bank, the Remarketing Agent and the Auction
Agent, immediately declare the principal of all Bonds and the interest accrued
thereon to the date of such declaration immediately due and payable and promptly
draw upon the Letter of Credit in accordance with the terms thereof and apply
the amount so drawn to pay the principal of and interest on the
Bonds.  Each Rating Agency shall receive immediate notice from the
Trustee of any acceleration of the Bonds pursuant to Section
9.01(g).

       

      SECTION
9.03                                REMEDIES;
RIGHTS OF BONDHOLDERS AND BOND INSURER.  Upon the occurrence and
continuation of an Event of Default under Section 9.01 hereof, the Trustee may
pursue any available remedy at law or in equity by suit, action, mandamus or
other proceeding to enforce the payment of the principal of and premium, if any,
and interest on the Bonds then outstanding and to enforce and compel the
performance of the duties and obligations of the Issuer as herein set
forth.  In addition, the Trustee may, without notice to the Issuer or
the Borrower, exercise any and all remedies afforded the Issuer under Article VI
of the Agreement in its name or the name of the Issuer without the necessity of
joining the Issuer.

       

      Subject
to the limitations set forth in the last two paragraphs of this Section 9.03, if
an Event of Default under Section 9.01 hereof shall have occurred and be
continuing, and if requested so to do by the Owners of not less than a majority
in aggregate principal amount of the

       


      
        
           


        

        
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      Bonds
then outstanding and indemnified as provided in Section 10.01(i) hereof, the
Trustee shall be obliged to exercise such one or more of the rights and powers
conferred by this Section 9.03 and Section 9.02 hereof, in all cases as the
Trustee (being advised by Counsel) shall deem most expedient in the interests of
the Owners of the Bonds.

       

      No remedy
by the terms of this Indenture conferred upon or reserved to the Trustee (or to
the Bondholders) is intended to be exclusive of any other remedy, but each and
every such remedy shall be cumulative and shall be in addition to any other
remedy given to the Trustee or to the Bondholders hereunder or now or hereafter
existing at law or in equity or by statute.

       

      No delay
or omission to exercise any right, power or remedy accruing upon any Event of
Default shall impair any such right, power or remedy or shall be construed to be
a waiver of any such Event of Default or acquiescence therein; and every such
right, power or remedy may be exercised from time to time and as often as may be
deemed expedient.

       

      No waiver
of any Event of Default hereunder, whether by the Trustee or by the Bondholders,
shall extend to or shall affect any subsequent Event of Default or shall impair
any rights or remedies consequent thereon.

       

      Anything
in this Indenture to the contrary notwithstanding, upon the occurrence and
continuance of an Event of Default, except in the event of an Insurer Default,
the Bond Insurer providing Bond Insurance shall be entitled to control and
direct the enforcement of all rights and remedies granted to the Bondholders or
the Trustee for the benefit of the Bondholders hereunder covered by such Bond
Insurance, including, without limitation:  (i) the right to
accelerate the principal of the Bonds as described herein and (ii) the
right to annul any declaration of acceleration, and the Bond Insurer, except in
the event of an Insurer Default, shall also be entitled to approve all waivers
of Events of Default hereunder.

       

      Anything
in this Indenture to the contrary notwithstanding, upon the occurrence and
continuance of an Event of Default, except in the event of a Bank Default, the
Bank shall be entitled to control and direct the enforcement of all rights and
remedies granted to the Bondholders or the Trustee for the benefit of the
Bondholders hereunder, including, without limitation:  (i) the
right to accelerate the principal of the Bonds as described herein and
(ii) the right to annul any declaration of acceleration, and the Bank,
except in the event of a Bank Default, shall also be entitled to approve all
waivers of Events of Default hereunder; provided that in no event shall any
direction of the Bank alter the obligations of the Trustee to draw upon a Letter
of Credit following an Event of Default under Section 9.01(g).

       

      SECTION
9.04                                RIGHT
OF BONDHOLDERS TO DIRECT PROCEEDINGS.  Other than as provided in
Section 9.03, the Owners of not less than a majority in aggregate principal
amount of the Bonds then Outstanding shall have the right, at any time, by an
instrument or instruments in writing executed and delivered to the Trustee, to
direct the time, method and place of conducting all proceedings to be taken in
connection with the enforcement of the terms and conditions of this Indenture,
or for the appointment of a receiver or any other proceedings hereunder;
provided, that such direction shall not be otherwise than in accordance with the
provisions of law and of this Indenture; and provided further that the Trustee
shall not

       


      
        
           


        

        
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      be
required to follow any such direction which could reasonably be expected to
involve the Trustee in personal liability.

       

      SECTION
9.05                                APPLICATION
OF MONEYS.  All moneys received by the Trustee pursuant to any right
given or action taken under the provisions of this Article or pursuant to
Section 6.09 hereof shall, after payment of the costs and expenses of the
proceedings resulting in the collection of such moneys and of the expenses,
liabilities and advances incurred or made by the Trustee and its Counsel
(provided that no amounts drawn under the Letter of Credit shall be applied to
the payment of such costs, expenses, liabilities or advances), be deposited in
the Bond Fund and all such moneys in the Bond Fund shall be applied as
follows:

       

      (a)           Unless
the principal of all the Bonds shall have become or shall have been declared due
and payable, all such moneys shall be applied:

       

      FIRST - To the
payment to the persons entitled thereto of all interest then due on the Bonds
(other than interest due on the Bonds for the payment of which moneys are held
pursuant to the provisions of this Indenture), and, if the amount available
shall not be sufficient to pay said amount in full, then to the payment ratably,
according to the amounts due, to the persons entitled thereto, without any
discrimination or privilege;

       

      SECOND - To the
payment to the persons entitled thereto of the unpaid principal of and premium,
if any, on any Bonds which shall have become due (other than with respect to
Bonds matured or called for redemption for the payment of which moneys are held
pursuant to the provisions of this Indenture), and, if the amount available
shall not be sufficient to pay in full such unpaid principal and premium, then
to the payment ratably to the persons entitled thereto without any
discrimination or privilege; and

       

      THIRD - To the
payment to the persons entitled thereto of interest on overdue principal of and
premium, if any, on the Bonds without preference or priority as between
principal or premium or interest one over the others, or any installment of
interest over any other installment of interest, or of any Bond over any other
Bond, and if the amount available shall not be sufficient to pay such amounts in
full, then ratably, without any discrimination or privilege.

       

      (b)           If
the principal of all the Bonds shall have become due or shall have been declared
due and payable, all such moneys shall be applied to the payment of the
principal and premium, if any, and interest then due and unpaid upon the Bonds
(other than Bonds matured or called for redemption or interest due on Bonds for
the payment of which moneys are held pursuant to the provisions of this
Indenture), without preference or priority of principal, premium or interest one
over the others, or of any installment of interest over any other installment of
interest, or of any Bond over any other Bond, ratably, according to the amounts
due respectively for principal and interest, to the persons entitled thereto
without any discrimination or privilege.

       

      (c)           If
the principal of all the Bonds shall have been declared due and payable, and if
such declaration shall thereafter have been rescinded and annulled under the
provisions of

       


      
        
           


        

        
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      this
Article, then, subject to the provisions of Section 9.05(b) hereof in the event
that the principal of all the Bonds shall later become due or be declared due
and payable, the moneys shall be applied in accordance with the provisions of
Section 9.05(a) hereof.

       

      Whenever
moneys are to be applied pursuant to the provisions of this Section, such moneys
shall be applied at such times, and from time to time, as the Trustee may
determine. Whenever the Trustee shall apply such moneys, it shall fix the date
upon which such application is to be made and upon such date interest on the
amounts of principal to be paid on such date shall cease to
accrue.  The Trustee shall give such notice as it may deem appropriate
of the deposit with it of any such moneys and of the fixing of any such
date.

       

      Whenever
all principal of and premium, if any, and interest on all Bonds have been paid
under the provisions of this Section 9.05 and all expenses and charges of the
Trustee have been paid, any balance remaining in the Bond Fund shall be paid to
the Borrower as provided in Section 6.10 hereof.

       

      SECTION
9.06                                REMEDIES
VESTED IN TRUSTEE.  All rights of action (including the right to file
proofs of claims) under this Indenture or under any of the Bonds may be enforced
by the Trustee without the possession of any of the Bonds or the production
thereof in any trial or other proceedings relating thereto and any such suit or
proceeding instituted by the Trustee shall be brought in its name as Trustee
without the necessity of joining as plaintiffs or defendants any Owners of the
Bonds, and any recovery of judgment shall be for the equal and ratable benefit
of the Owners of the Outstanding Bonds.

       

      SECTION
9.07                                RIGHTS
AND REMEDIES OF BONDHOLDERS.  No Owner of any Bond shall have any
right to institute any suit, action or proceeding in equity or at law for the
enforcement of this Indenture or for the execution of any trust thereof or for
the appointment of a receiver or any other remedy hereunder, unless (i) a
default has occurred of which a Responsible Officer of the Trustee has actual
knowledge or has been notified as provided in subsection (g) of Section 10.01
hereof, (ii) such default shall have become an Event of Default hereunder and be
continuing and shall not be subject to control by the Bank or the Bond Insurer
under Section 9.03, (iii) the Owners of more than a majority in aggregate
principal amount of Bonds then Outstanding shall have made written request to
the Trustee, either to proceed to exercise the powers herein granted or to
institute such action, suit or proceeding in its own name, and shall have
offered to the Trustee indemnity as provided in Section 10.01(i), and (iv) the
Trustee shall for sixty (60) days after such notice, request and offer of
indemnity fail or refuse to exercise the powers herein granted, or to institute
such action, suit or proceeding in its own name; and such notification, request
and offer of indemnity are hereby declared in every case at the option of the
Trustee to be conditions precedent to the execution of the powers and trusts of
this Indenture, and to any action or cause of action for the enforcement of this
Indenture, or for the appointment of a receiver or for any other remedy
hereunder.  No one or more Owners of the Bonds shall have any right in
any manner whatsoever to enforce any right hereunder except in the manner herein
provided, and all proceedings at law or in equity shall be instituted, had and
maintained in the manner herein provided and for the equal and ratable benefit
of the Owners of all Bonds then outstanding.  Nothing in this
Indenture shall, however, affect or impair the right of the Owner of any Bond to
enforce the payment of the principal of and premium, if any, and interest on
such Bond at and after the maturity thereof.

       


      
        
           


        

        
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      SECTION
9.08                                TERMINATION
OF PROCEEDINGS.  In case the Trustee shall have proceeded to enforce
any right under this Indenture by the appointment of a receiver or otherwise,
and such proceedings shall have been discontinued or abandoned for any reason,
or shall have been determined adversely, then and in every such case the Issuer,
the Trustee and the Bondholders shall be restored to their former positions and
rights hereunder, respectively, and all rights, remedies and powers of the
Trustee shall continue as if no such proceedings had been taken.

       

      SECTION
9.09                                WAIVERS
OF EVENTS OF DEFAULT.  Subject to the next paragraph and to the last
two paragraphs of Section 9.03, which shall apply at all times while the
Bonds are secured by a Letter of Credit or Bond Insurance, the Trustee may in
its discretion waive any Event of Default hereunder and rescind its consequences
and shall do so upon the written request of the Owners of not less than a
majority in aggregate principal amount of all Bonds then Outstanding; provided,
however, that there shall not be waived any Event of Default in the payment of
the principal of, or premium on, any Outstanding Bonds when due (whether at
maturity or by redemption), or any Event of Default in the payment when due of
the interest on any such Bonds, unless prior to such waiver and rescission, all
arrears of principal of and interest upon such Bonds, and interest on overdue
principal at the rate borne by the Bonds on the date on which such principal
became due and payable, and all arrears of premium, if any, when due, together
with the reasonable expenses of the Trustee and of the Owners of such Bonds,
including reasonable attorneys’ fees paid or incurred, shall have been paid or
provided for; provided further, there shall not be waived any Event of Default
in the payment when due of any purchase prices of any Bonds pursuant to Article
IV hereof, unless prior to such waiver and rescission all arrears of such
purchase prices, together with reasonable expenses of the Trustee and of the
Owners of such Bonds, including reasonable attorneys’ fees paid or incurred,
shall have been paid or provision therefor made; provided further that no waiver
of an Event of Default set forth in Section 9.02 and Section 9.03 may become
effective unless the Trustee has received written notice from the Bank that the
Letter of Credit has been fully reinstated and is in full force and effect and
that the notice from the Bank declaring an event of default under the
Reimbursement Agreement has been rescinded by the Bank.  In the case
of any such waiver and rescission, or in case any proceeding taken by the
Trustee on account of any such default shall have been discontinued or abandoned
or determined adversely, then and in every such case the Issuer, the Trustee and
the Bondholders shall be restored to their former positions and rights
hereunder, respectively, but no such waiver and rescission shall extend to any
subsequent or other default, or impair any right consequent
thereon.  All waivers under this Indenture shall be in writing and a
copy thereof shall be delivered to the Issuer, the Borrower, the Remarketing
Agent and the Auction Agent.

       

      The
provisions of Sections 9.01 and 9.02 hereof are subject to the conditions that
if, after the principal of all Bonds then Outstanding shall have been declared
to be due and payable, all arrears of principal of and interest upon such Bonds,
and the premium, if any, on all Bonds then Outstanding which shall have become
due and payable otherwise than by acceleration, and all other sums payable under
this Indenture, except the principal of, and interest on, the Bonds which by
such declaration shall have become due and payable, shall have been paid by or
on behalf of the Issuer, together with the reasonable expenses of the Trustee
and of the Owners of such Bonds, including reasonable attorneys’ fees paid or
incurred, and if no other

       


      
        
           


        

        
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      defaults
shall have occurred and be continuing, and, to the extent that a Letter of
Credit is then in effect, the amount available for interest draws under such
Letter of Credit shall have been reinstated by the Bank in writing, then and in
every such case, the Trustee shall, with the consent of the Bank or the Bond
Insurer, as applicable (except in the event of a Bank Default or an Insurer
Default), annul such declaration of maturity and its consequences, which waiver
and annulment shall be binding upon all Holders of Bonds; but no such waiver,
rescission and annulment shall extend to or affect any subsequent default or
impair any right or remedy consequent thereon.  In the case of any
such annulment, the Borrower, the Issuer, the Trustee and the Holders of the
Bonds shall be restored to their former positions and rights under this
Indenture.  All waivers and annulments under this Indenture shall be
in writing and a copy thereof shall be delivered to the Issuer, the Bond
Insurer, the Bank, the Borrower, the Remarketing Agent and the Auction Agent, as
applicable.

       

      SECTION
9.10                                NOTICE
OF EVENT OF DEFAULT UNDER SECTION 9.01(e) HEREOF; OPPORTUNITY OF BORROWER TO
CURE DEFAULTS.  Anything herein to the contrary notwithstanding, no
default described in Section 9.01(e) hereof shall constitute an Event of Default
until actual notice of such default, requiring that it be remedied and stating
that such notice is a “Notice of Default” hereunder, by registered or certified
mail shall be given to the Issuer and the Borrower by the Trustee or to the
Issuer and the Borrower and the Trustee by the Owners of a majority in aggregate
principal amount of all Bonds Outstanding, and the Issuer or the Borrower on
behalf of the Issuer shall have had ninety days after receipt of such notice to
correct said default or cause said default to be corrected, and shall not have
corrected said default or caused said default to be corrected within the
applicable period; provided, however, if said default be such that it cannot be
corrected within the applicable period, it shall not constitute an event of
default if corrective action is instituted within the applicable period and
diligently pursued until the default is corrected and the fact of such
non-correction, corrective action and diligent pursuit is evidenced to the
Trustee by a certificate of an Authorized Borrower Representative or an
Authorized Issuer Representative.

       

      Whenever,
so long as the Borrower is not in default under the Agreement, after a
reasonable request by the Borrower, the Issuer shall fail, refuse or neglect to
give any direction to the Trustee or to require the Trustee to take any other
action which the Issuer is required to have the Trustee take pursuant to the
provisions of the Agreement or this Indenture, the Borrower instead of the
Issuer may give any such direction to the Trustee or require the Trustee to take
any such action.  Upon receipt by the Trustee of a written notice
signed by the Authorized Borrower Representative stating that the Borrower has
made reasonable request of the Issuer, and that the Issuer has failed, refused
or neglected to give any direction to the Trustee or to require the Trustee to
take any such action, the Trustee is hereby irrevocably empowered and directed
to accept such direction from the Borrower as sufficient for all purposes of
this Indenture.  The Borrower shall have the direct right to cause the
Trustee to comply with any of the Trustee’s obligations under this Indenture to
the same extent that the Issuer is empowered so to do.

       

      Certain
actions or failures to act by the Issuer under this Indenture may create or
result in an event of default under this Indenture and the Issuer hereby grants
the Borrower full authority, to the extent permitted by law, for account of the
Issuer to perform or observe any covenant or obligation of the Issuer alleged in
a written notice to the Issuer and the Borrower

       


      
        
           


        

        
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      from the
Trustee not to have been performed or observed, in the name and stead of the
Issuer with full power to do any and all things and acts to remedy any
default.

       

      SECTION
9.11                                RIGHTS
OF THE BANK.  All consents, approvals and requests required of the
Bank shall be deemed not required if the Bank has failed to fulfill its
obligations to make payments under the Letter of Credit in accordance with the
terms thereof or a Bank Default has occurred and is continuing.  The
Trustee, in its exercise of its rights for the benefit of Owners of Bonds under
this Article IX and the rights of the Issuer assigned under this Indenture (but
not including the rights of the Trustee or the Issuer under this Indenture for
its own benefit including, but not limited to, indemnification and any fees and
expenses owed to it), in the event that all Outstanding Bonds are Bank Bonds,
shall be subject to the direction of the

       

      Bank.  In
the event that less than all Outstanding Bonds are secured by the Bank pursuant
to the Letter of Credit, the Bank shall be treated as the owner of all Bank
Bonds for purposes of giving directions, consents, waivers or other
actions.  In no event shall the Bonds, while secured by the Letter of
Credit, be accelerated without the prior written consent of the Bank so long as
the Letter of Credit is in full force and effect and the Bank has not defaulted
thereunder (i) by failing to honor a draft submitted under the Letter of
Credit in strict conformity therewith or (ii) in any other material
respect, and all interest draws under the Letter of Credit have been
reinstated.

       

      ARTICLE
X

       

      


       

      THE
TRUSTEE

       

      SECTION
10.01                                           ACCEPTANCE
OF THE TRUSTS BY TRUSTEE.  The Trustee hereby accepts the trusts
imposed upon it by this Indenture, represents and covenants that it is fully
empowered under the applicable laws and regulations of the State to accept said
trusts, and agrees to perform said trusts, but only upon and subject to the
following express terms and conditions, and no implied covenants or obligations
shall be read into this Indenture against the Trustee:

       

      (a)           The
Trustee may execute any of the trusts or powers hereof and perform any of its
duties by or through attorneys, agents, custodians, nominees, receivers or
employees and shall not be responsible for the supervision of, or the acts of
any attorneys, agents or receivers appointed by it in good faith and without
negligence, and shall be entitled to advice of Counsel concerning all matters of
trusts hereof and the duties hereunder, and may in all cases pay such reasonable
compensation to all such attorneys, agents and receivers as may reasonably be
employed in connection with the trusts hereof.  The Trustee may act
upon the opinion or advice of Counsel.  The Trustee shall not be
responsible for any loss or damage resulting from any action or non-action in
good faith in reliance upon such opinion or advice.

       

      (b)           Except
for its certificate of authentication on the Bonds and the other information the
Trustee is required to set forth on the Bonds pursuant to Section 2.06 hereof,
the Trustee shall not be responsible for any recital herein or in the Bonds, or
the validity, priority, recording, or rerecording, filing, or refiling of this
Indenture or any financing statement, amendments to this Indenture, or
continuation statements, or for reviewing any annual reports,

       


      
        
           


        

        
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      financial
statements or audits, or for insuring the Project or collecting any insurance
moneys, other than the Bond Insurance, or for the validity of the execution by
the Issuer of this Indenture or for any supplements hereto or instruments of
further assurance, or for the sufficiency of the security for the Bonds issued
hereunder or intended to be secured hereby, for the value or title of the
Project or as to the maintenance of the security hereof.  The Trustee
shall not be bound to ascertain or inquire as to the performance or observance
of any covenants, conditions or agreements on the part of the Issuer or on the
part of the Borrower under the Agreement, except as hereinafter set forth, but
the Trustee may require of the Issuer or the Borrower full information and
advice as to the performance of the covenants, conditions and agreements
aforesaid.  Except as otherwise provided in Sections 9.02 and 9.03
hereof, the Trustee shall have no obligation to perform any of the rights or
obligations of the Issuer under the Agreement.  The Trustee shall not
be liable for participating in any act directed by the Issuer or the Borrower
which might cause the Bonds to be “arbitrage bonds” within the meaning of
Section 148(a) of the 1986 Code.  The Trustee shall not be responsible
or liable for the selection of any investment or for any loss suffered in
connection with any investment of funds made by it in accordance with Article
VII hereof including, without limitation, any loss suffered in connection with
the sale of any investment pursuant to Article VII hereof.

       

      (c)           The
Trustee shall not be accountable for the use of any Bonds authenticated or
delivered hereunder.  The Trustee may become the Owner of Bonds and
otherwise transact banking and trustee business with the Borrower with the same
rights which it would have if it were not Trustee.

       

      (d)           The
Trustee shall be fully protected in acting in good faith upon any notice,
request, resolution, consent, certificate, affidavit, letter, telegram,
statement, internet, opinion, bond, note or other paper or document, or
direction (whether in original, electronic or facsimile form), believed to be
genuine and correct and to have been signed or sent or given by the proper
person or persons.  Any action taken by the Trustee pursuant to this
Indenture upon the request or direction or authority or consent of any person
who at the time of making such request or giving such authority or consent is
the Owner of any Bond shall be conclusive and binding upon all future owners of
the same Bond and upon Bonds issued in exchange therefor or upon transfer or in
place thereof.

       

      (e)           As
to the existence or non-existence of any fact or as to the sufficiency or
validity of any instrument, paper or proceeding, the Trustee shall be entitled
to conclusively rely upon a certificate signed on behalf of the Issuer by an
Authorized Issuer Representative as sufficient evidence of the facts therein
contained, and prior to the occurrence of a default of which the Trustee has
been notified as provided in subsection (g) of this Section, or subsequent to
the waiver, rescission or annulment of a default as provided in Article IX
hereof, shall also be at liberty to accept a similar certificate to the effect
that any particular dealing, transaction or action is necessary or expedient,
but may at its discretion secure such further evidence deemed necessary or
advisable, but shall in no case be bound to secure the same. The Trustee may
accept a certificate signed on behalf of the Issuer by an Authorized Issuer
Representative to the effect that a resolution or ordinance in the form therein
set forth has been adopted by the Issuer as conclusive evidence that such
resolution or ordinance has been duly adopted, and is in full force and
effect.

       


      
        
           


        

        
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      (f)           The
permissive right of the Trustee to do things enumerated in this Indenture shall
not be construed as a duty and the Trustee shall not be liable in the
performance of its obligations hereunder except for its own negligence or
willful misconduct.

       

      (g)           The
Trustee shall not be required to take notice or be deemed to have notice of any
default or Event of Default hereunder, except failure by the Issuer to cause to
be made any of the payments to the Trustee required to be made by Article IV
hereof and all defaults under Section 9.01(a), (b) or (c) hereof, unless a
Responsible Officer shall be specifically notified in writing of such default by
the Issuer, the Bond Insurer, the Bank, the Liquidity Provider, the Auction
Agent, the Remarketing Agent or the Owners of at least a majority in aggregate
principal amount of all Bonds then outstanding and such notice references the
Bonds and this Indenture.

       

      (h)           The
Trustee shall not be required to give any bonds or surety in respect of the
execution of its trusts and powers hereunder.

       

      (i)           Before
taking any action under Article IX hereof at the request or direction of the
Owners of the Bonds, the Bank or the Bond Insurer, the Trustee may require that
an indemnity bond satisfactory to it be furnished by the Owners of the Bonds
(the Trustee acknowledging that, (1) the Bank’s unsecured agreement to indemnify
the Trustee will be sufficient for this purpose, (2) that the Trustee may not
seek indemnity as a condition to drawing on a Letter of Credit in connection
with an acceleration of the Bonds under Section 9.02, and (3) that if the
Trustee has received notice from the Bank pursuant to Section 9.01(f) or Section
9.01(g), the Trustee may not seek indemnity as a condition to an acceleration of
the Bonds and drawing upon the Letter of Credit as required pursuant to Section
9.02) for the reimbursement of all expenses to which it may be put and to
protect it against all liability, except liability which is adjudicated to have
resulted from its own negligence or willful misconduct in connection with any
action so taken.

       

      (j)           All
moneys received by the Trustee shall, until used or applied or invested as
herein provided, be held in trust for the purposes for which they were received
and shall not be commingled with the general funds of the Trustee but need not
be segregated from other funds except to the extent required or permitted by
law.  Neither the Trustee nor any Paying Agent shall be under any
liability for interest on any moneys received hereunder except such as may be
agreed upon.

       

      (k)           The
Trustee, prior to the occurrence of an Event of Default specified in Section
9.01 of this Indenture and after the curing or waiving of all Events of Default
which may have occurred, undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture and, in the absence of bad faith
on its part, the Trustee may conclusively rely, as to the truth of the
statements and correctness of the opinions expressed therein, upon certificates
or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such certificates or opinions which by any
provision hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Indenture.  In case an event
of default has occurred (which has not been cured or waived) the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and

       


      
        
           


        

        
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      skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

       

      (l)           No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct, except that:

       

      (i)                This
subsection shall not be construed to limit the effect of subsection (k) of this
Section;

       

      (ii)                The
Trustee shall not be liable for any error of judgment made in good faith by an
officer of the Trustee, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts;

       

      (iii)                The
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 Owners of a
majority in aggregate principal amount of the Bonds outstanding relating to the
time, method and place of conducting any proceeding or any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture; and

       

      (iv)                No
provision of this Indenture shall require the 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 any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

       

      (m)           Notwithstanding
anything elsewhere in this Indenture contained, the Trustee shall have the
right, but shall not be required, to demand, in respect of the authentication of
any Bonds, the withdrawal of any cash, the release of any property, or any
action whatsoever within the purview of this Indenture, any showings,
certificates, opinions, appraisals or other information, or corporate action or
evidence thereof, in addition to that by the terms hereof required as a
condition of such action by the Trustee, deemed desirable for the purpose of
establishing the right of the Issuer to the authentication of any Bonds, the
withdrawal of any cash, or as a condition to the taking of any action by the
Trustee.

       

      (n)           In
the event the Trustee incurs expenses or renders services in connection with an
event of bankruptcy, reorganization or insolvency, such expenses (including the
fees and expenses of its counsel) and the compensation for such services are
intended to constitute expenses of administration under any bankruptcy,
reorganization or insolvency.

       

      (o)           To
the extent that the Trustee is also acting as Paying Agent, Registrar or Tender
Agent hereunder, the rights and protections afforded to the Trustee pursuant to
this Article X shall also be afforded to such Paying Agent, Registrar and Tender
Agent.

       

      (p)           In
no event shall the Trustee be responsible or liable for any loss or damage
caused by Force Majeure, nor for special, indirect, or consequential loss or
damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the

       


      
        
           


        

        
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      Trustee
has been advised of the likelihood of such loss or damage and regardless of the
form of action.

       

      Notwithstanding
any other provision of this Indenture, in determining whether the rights of the
Bondholders will be adversely affected by any action taken pursuant to the terms
and provisions hereof, the Trustee (or Paying Agent) shall consider the effect
on the Bondholders as if there were no Bond Insurance or Letter of Credit, as
applicable, and shall have the right to be provided with and may rely upon an
Opinion of Counsel in making such determination.

       

      SECTION
10.02                                           CORPORATE
TRUSTEE REQUIRED; ELIGIBILITY.  There shall at all times be a Trustee
hereunder which (i) shall be a corporation organized and doing business as a
commercial bank or trust company in good standing under the laws of the United
States of America or any state or territory thereof, duly authorized under such
laws to exercise corporate trust powers, (ii) be authorized to accept and
exercise the trusts herein provided, have a combined reported capital and
surplus of at least $75,000,000, (iii) be subject to examination by Federal or
state authority and have such offices and agencies in such locations as are
required under the Act and as are required to enable it to perform the functions
herein contemplated, (iv) have a short-term debt rating from S&P of at least
'A-2' (or, if no short-term debt rating, a long-term debt rating of 'BBB+') or
be a federal depository institution or state-chartered depository institution
subject to regulations regarding fiduciary funds on deposit, and (v) be
acceptable to the Bond Insurer, if any.  If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section 10.02, the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.

       

      SECTION
10.03                                           FEES,
CHARGES AND EXPENSES OF TRUSTEE.  The Trustee shall be entitled to
payment and/or reimbursement from the Borrower for reasonable fees for its
services rendered hereunder and all advances, fees of counsel and other expenses
reasonably made or incurred by the Trustee in connection with such services
hereunder; provided, that if such expenses are determined to have been caused by
the negligence or willful misconduct of the Trustee it shall not be entitled to
compensation or reimbursement therefor.  The Trustee shall have a
first lien with right of payment prior to payment on account of principal of or
premium, if any, or interest on any Bond upon all moneys in its possession under
any provisions hereof for the foregoing advances, fees, costs and expenses
incurred; provided, however, that the Trustee shall not have a first lien with
right of payment prior to payment on account of principal of or premium, if any,
or interest on any Bond with respect to moneys in the Bond Fund held for the
payment of the principal of and premium, if any, and interest on particular
Bonds or moneys held for the payment of the purchase price of particular
Bonds.  The Trustee’s rights under this Section 10.03 shall survive
the termination or expiration of this Indenture and the resignation or removal
of the Trustee.

       

      SECTION
10.04                                           NOTICE
TO BONDHOLDERS IF DEFAULT OCCURS.  If a default occurs of which the
Trustee is by subsection (g) of Section 10.01 hereof required to take notice or
if notice of default be given as in said subsection (g) provided, the Trustee
shall within fifteen (15) days thereafter (unless such default is cured or
waived), give notice of such default to each Owner of Bonds then Outstanding,
provided that, except in the case of a default

       


      
        
           


        

        
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      in the
payment of the principal of or premium, if any, or interest on any Bond, the
Trustee may withhold such notice to the Bondholders if and so long as a trust
committee of Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interests of the Bondholders and
provided further that nothing in this Section 10.04 shall be deemed to limit the
notice required by the second to last paragraph of Section 9.05
hereof.

       

      SECTION
10.05                                           INTERVENTION
BY TRUSTEE.  In any judicial proceeding to which the Issuer or the
Borrower is a party and which in the opinion of the Trustee and its Counsel has
a substantial bearing on the interests of Owners of the Bonds, the Trustee may
intervene on behalf of Bondholders and, subject to the provisions of Section
10.01(i), shall do so if requested in writing by the Owners of a majority in
aggregate principal amount of all Bonds then outstanding.

       

      SECTION
10.06                                           SUCCESSOR
TRUSTEE.  Any corporation or association into which the Trustee may be
merged or converted, or with which it may be consolidated, or to which it may
sell, lease or transfer its corporate trust business and assets as a whole or
substantially as a whole, shall be and become successor Trustee hereunder and
shall be vested with all the trusts, powers, rights, obligations, duties,
remedies, immunities and privileges hereunder as was its predecessor, without
the execution or filing of any instrument on the part of any of the parties
hereto.

       

      SECTION
10.07                                           RESIGNATION
BY THE TRUSTEE.  The Trustee may at any time resign from the trusts
hereby created by giving sixty (60) days written notice by registered or
certified mail to the Issuer, the Borrower, the Liquidity Provider, the Bank,
the Bond Insurer, the Owner of each Bond, the Auction Agent and the Remarketing
Agent, and such resignation shall not take effect until the appointment of a
successor Trustee pursuant to the provisions of Section 10.09 hereof and
acceptance by the successor Trustee of the trusts created hereby.  If
no successor Trustee shall have been so appointed and have accepted appointment
within forty-five (45) days of the giving of written notice by the resigning
Trustee as aforesaid, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee or any Bondholder who
has been a bona fide holder of a Bond for at least six months may, on behalf of
itself and others similarly situated, petition any such court for the
appointment of a successor trustee.  Such court may thereupon, after
such notice, if any, as it may deem proper and may prescribe, appoint a
successor trustee meeting the qualifications set forth in Section
10.02.

       

      SECTION
10.08                                           REMOVAL
OF THE TRUSTEE.  

       

      (a)           In
case at any time either of the following shall occur:

       

      (1)           the
Trustee shall cease to be eligible in accordance with the provisions of Section
10.02 hereof and shall fail to resign after written request therefor by the
Issuer or by any Bondholder who has been a bona fide holder of a Bond for at
least six months, or

       

      (2)           the
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be

       


      
        
           


        

        
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      appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation,

       

      then, in
any such case, the Issuer may remove the Trustee and appoint a successor Trustee
(with the advice of the Borrower and the consent of the Bond Insurer) by an
instrument in writing, or any such Bondholder may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee, in each case,
meeting the eligibility standards set forth in
Section 10.02.  Such court may thereupon, after such notice if
any, as it may deem proper and may prescribe, remove the Trustee and appoint a
successor Trustee.

       

      (b)           The
Issuer, in its sole discretion or upon the written request of an Authorized
Borrower Representative, or the Owners of a majority in aggregate principal
amount of the Bonds at the time outstanding or the Bond Insurer or the Bank, for
any failure by the Trustee to fulfill its obligations hereunder may at any time,
with or without cause, remove the Trustee and appoint a successor Trustee by an
instrument or concurrent instruments in writing signed by the Issuer (with the
advice of the Borrower and the consent of the Bond Insurer and the Bank) or such
Bondholders, as the case may be.

       

      (c)           Any
resignation or removal of the Trustee and appointment of a successor trustee,
pursuant to any of the provisions of this Section shall not become effective
until the acceptance of appointment by the successor Trustee as provided in
Section 10.09 and acceptance by the successor Trustee of the trusts created
hereby.

       

      SECTION
10.09                                           APPOINTMENT
OF SUCCESSOR TRUSTEE.  In case the Trustee hereunder
shall:

       

      (a)           resign
pursuant to Section 10.07 hereof;

       

      (b)           be
removed pursuant to Section 10.08 hereof; or

       

      (c)           be
dissolved, taken under the control of any public officer or officers or of a
receiver appointed by a court, or otherwise become incapable of acting
hereunder,

       

      a
successor shall be appointed by the Issuer at the direction of the Borrower and
with the written consent of the Bond Insurer and the Bank, which consent shall
not be unreasonably withheld; provided, that if a successor Trustee is not so
appointed within ten (10) days after notice of resignation is mailed or
instrument of removal is delivered as provided under Sections 10.07 and
10.08 hereof, respectively, or within ten (10) days of the Issuer’s knowledge of
any of the events specified in (c) hereinabove, then the Owners of a majority in
aggregate principal amount of Bonds then outstanding, by filing with the Issuer,
the Borrower, the Auction Agent and the Remarketing Agent, an instrument or
concurrent instruments in writing signed by or on behalf of such Owners, may
designate a successor Trustee meeting the eligibility standards set forth in
Section 10.02.

       

      SECTION
10.10                                           CONCERNING
ANY SUCCESSOR TRUSTEES.  Every successor Trustee appointed hereunder
shall execute, acknowledge and deliver to its predecessor and also to the Issuer
and the Borrower, an instrument in writing accepting such
appointment

       


      
        
           


        

        
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      hereunder,
and thereupon such successor shall become fully vested with all the trusts,
powers, rights, obligations, duties, remedies, immunities and privileges of its
predecessor; but, nevertheless, and upon payment of its charges (1) such
predecessor shall, on the written request of the Issuer, execute and deliver an
instrument transferring to such successor Trustee all the trusts, powers,
rights, obligations, duties, remedies, immunities and privileges of such
predecessor hereunder and (2) such predecessor shall deliver, upon payment of
its charges hereunder, all securities and moneys held by it as Trustee hereunder
to its successor and transfer any Liquidity Facility or Letter of Credit to such
successor.  Should any instrument in writing from the Issuer be
required by any successor Trustee for more fully and certainly vesting in such
successor the trusts, powers, rights, obligations, duties, remedies, immunities
and privileges hereby vested in the predecessor any and all such instruments in
writing shall, on request, be executed, acknowledged and delivered by the Issuer
at the expense of the Borrower. The resignation of any Trustee and the
instrument or instruments removing any Trustee and appointing a successor
hereunder, together with all other instruments provided for in this Article,
shall be filed or recorded by the successor Trustee in each recording office, if
any, where the Indenture or a financing statement relating thereto shall have
been filed or recorded.  No Trustee hereunder shall be liable for the
acts or omissions of any successor Trustee.

       

      SECTION
10.11                                           TRUSTEE
PROTECTED IN RELYING UPON RESOLUTION.  The resolutions, ordinances,
opinions, certificates and other instruments (whether in original, electronic or
facsimile form) provided for in this Indenture may be accepted by the Trustee as
conclusive evidence of the facts and conclusions stated therein and shall be
full warrant, protection and authority to the Trustee for the release of
property and the withdrawal of cash hereunder.

       

      SECTION
10.12                                           SUCCESSOR
TRUSTEE AS THE TRUSTEE, PAYING AGENT, TENDER AGENT AND REGISTRAR.  In
the event of a change in the office of the Trustee, the predecessor Trustee
which has resigned or been removed shall cease to be Trustee, Tender Agent,
Registrar and Paying Agent, and the successor Trustee shall become such Trustee,
Tender Agent, Registrar and Paying Agent.

       

      SECTION
10.13                                           NOTICES
TO BE GIVEN BY TRUSTEE.  The Trustee shall provide the Issuer, the
Borrower, the Liquidity Provider, and the Bank with the following:

       

      (A)           On
or before December 15 of each year during which any of the Bonds are
outstanding, commencing December 15, 2008, or upon any significant change that
occurs which would adversely impact the Trustee’s ability to perform its duties
under the Indenture, a written disclosure of any such change, or if applicable,
of any conflicts that the Trustee may have as a result of other business
dealings between the Trustee and the Borrower.  If there are no such
instances of a significant change, or of a conflict existing, then a statement
to that effect shall be provided on such date.

       

      (B)           If
there is a failure to pay any amount of principal of, premium, if any, or
interest on the Bonds when due; or if there is a failure of the Borrower to
provide any notice, certification or report specified in Section 5.3 of the
Agreement; or if there is an occurrence of an Event of Default hereunder, of
which the Trustee has knowledge, the Trustee shall provide prompt written notice
to the Issuer of such occurrence.

       


      
        
           


        

        
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      SECTION
10.14                                           NOTICES
TO RATING AGENCY, LIQUIDITY PROVIDER AND BANK; NOTICES TO BOND
INSURER.  (a)  The Trustee shall provide the Issuer, any
Rating Agency then rating the Bonds and the Bond Insurer, the Bank, and the
Liquidity Provider with written notice upon the occurrence of: (i) the
expiration, termination, extension of or substitution for any Liquidity Facility
or Letter of Credit; (ii) the discharge of liability on the Bonds pursuant to
the terms hereof; (iii) the resignation or removal of the Trustee, Tender Agent,
the Remarketing Agent or the Auction Agent; (iv) acceptance of appointment as
successor Trustee, the Tender Agent, the Remarketing Agent or the Auction Agent
hereunder; (v) the redemption of all Bonds; (vi) a material change in the
Indenture, the Agreement, the Bond Insurance, the Liquidity Facility or the
Letter of Credit; (vii) any mandatory tender of Bonds hereunder, (viii) any
addition of a Letter of Credit, Liquidity Facility or Bond
Insurance;

       

      (ix) when
the Bonds are no longer Outstanding; (x) the occurrence of an Event of Default
described in Section 9.01; and (xi) any other information that the Rating Agency
may reasonably request in order to maintain a rating on the
Bonds.  The Trustee shall also notify any Rating Agency then rating
the Bonds of any changes to any of the documents to which the Trustee is a
party, promptly upon entering into any such changes, as well as any changes to
any of the documents relating to the Bonds to which it is not a party, promptly
upon its receipt of notification of any such changes.

       

      (a)           While
Bond Insurance is in effect with respect to the Bonds, the Trustee shall furnish
to the Bond Insurer (to the attention of its surveillance department, unless
otherwise indicated):

       

      (i)                as
soon as practicable after the filing thereof, a copy of any financial statement
of the Issuer and a copy of any audit and annual report of the
Issuer;

       

      (ii)                a
copy of any notice to be given to the registered owners of the Bonds, including,
without limitation, notice of any redemption of or defeasance of the Bonds, a
copy of any notice provided to any Liquidity Provider for the Bonds, and any
certificate rendered pursuant to this Indenture relating to the security for the
Bonds; and

       

      (iii)                such
additional information it may reasonably request.

       

      (b)           The
Trustee shall, to the extent feasible, notify the Bond Insurer of any failure of
the Issuer to provide relevant notices or certificates required to be provided
by the Issuer hereunder.

       

      (c)           Notwithstanding
any other provision hereof, the Trustee shall promptly notify the Bond Insurer
if at any time there are insufficient moneys to make any payments of principal
and/or interest as required with respect to Bonds insured by the Bond Insurer
and immediately upon the occurrence of any Event of Default
hereunder.

       

      (d)           The
Trustee will, upon reasonable prior written notice, permit the Bond Insurer to
have access to and to make copies of all books and records relating to the Bonds
insured by the Bond Insurer at any reasonable time.

       


      
        
           


        

        
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      (e)           The
Bond Insurer shall have the right to direct an accounting at the Borrower’s
expense, and the Borrower’s failure to comply with such direction within thirty
(30) days after receipt of written notice to the Issuer and the Borrower of the
direction from the Bond Insurer shall be deemed a default hereunder; provided,
however, that if compliance cannot occur within such period, then such period
will be extended so long as compliance is begun within such period and
diligently pursued, but only if such extension would not materially adversely
affect the interests of any registered owner of the Bonds insured by the Bond
Insurer.

       

      ARTICLE
XI

       

      


       

      SUPPLEMENTAL
INDENTURES

       

      SECTION
11.01                                           SUPPLEMENTAL
INDENTURES NOT REQUIRING CONSENT OF BONDHOLDERS (BUT REQUIRING CONSENT OF THE
BORROWER).  The Issuer and the Trustee may without the consent of, or
notice to, any of the Bondholders, but with the consent of the Borrower, the
Bond Insurer, the Bank, and the Liquidity Provider pursuant to Section 11.03
hereof, enter into an indenture or indentures supplemental to this Indenture for
any one or more of the following purposes:

       

      (i)                to
add to the covenants and agreements of, and limitations and restrictions upon,
the Issuer in this Indenture, other covenants, agreements, limitations and
restrictions to be observed by the Issuer which are not contrary to or
inconsistent with this Indenture as theretofore in effect;

       

      (ii)                to
grant to or confer or impose upon the Trustee for the benefit of the Bondholders
any additional rights, remedies, powers, authority, security, liabilities or
duties which may lawfully be granted, conferred or imposed and which are not
contrary to or inconsistent with this Indenture as heretofore in
effect;

       

      (iii)                to
cure any ambiguity or omission or to cure, correct or supplement any defective
provision of this Indenture in each case in such manner as shall not adversely
affect the Bondholders;

       

      (iv)                to
evidence the appointment of a separate trustee or a co-trustee or to evidence
the succession of a new trustee or a new co-trustee hereunder;

       

      (v)                to
comply with the requirements of the Trust Indenture Act of 1939, as from time to
time amended, to the extent applicable;

       

      (vi)                to
subject to this Indenture additional revenues, properties or
collateral;

       

      (vii)                to
provide for the issuance of coupon bonds (provided, however, that the Issuer and
the Trustee have received an opinion of Bond Counsel to the effect that the
issuance of such coupon bonds complies with all applicable laws and will not
adversely affect the Tax-Exempt status of the Bonds);

       

      (viii)                to
provide for the use of an uncertificated book entry system (provided, however,
that the Issuer and the Trustee have received an opinion of Bond Counsel to
the

       


      
        
           


        

        
           75


          
            

          

        

        
           


        

      


      effect
that the use of an uncertificated book entry system complies with all applicable
laws and will not adversely affect the Tax-Exempt status of the
Bonds);

       

      (ix)                to
modify, alter, amend or supplement the Indenture in any other respect, if the
effective date of such supplement or amendment is a date on which all the Bonds
affected thereby are subject to mandatory purchase or if notice by mail of the
proposed amendment or supplement is given to the Owners of the affected Bonds at
least 30 days before the effective date thereof, and, on or before such
effective date, such Owners have the right to require purchase of their
Bonds;

       

      (x)                to
authorize different Authorized Denominations of the Bonds and to make
correlative amendments and modifications to this Indenture regarding
exchangeability of Bonds of different Authorized Denominations, redemptions of
portions of Bonds of particular Authorized Denominations and similar amendments
and modifications of a technical nature;

       

      (xi)                to
modify, delete or supplement any provision, term or requirement relating to
Bonds that may bear interest at Flexible Rates to the extent deemed necessary or
desirable further to protect or assure the Tax-Exempt status of the Bonds;
provided, however, that the effective date of any such modification, deletion or
supplementation with respect to any Bond shall be no earlier than the day
succeeding the last day of any then current Flexible Segment with respect to
such Bond;

       

      (xii)                to
preserve the Tax-Exempt status of the Bonds;

       

      (xiii)                to
modify, alter, amend or supplement in any manner any provision of this Indenture
relating to Auction Bonds at any time while the Bonds do not bear interest at an
Auction Rate; or

       

      (xiv)                to
modify, alter, amend or supplement this Indenture in any other respect which is
not adverse to the Bondholders and which does not involve a change described in
clause (a), (b), (c), (d) or (e) of Section 11.02 hereof.

       

      SECTION
11.02                                           SUPPLEMENTAL
INDENTURES REQUIRING CONSENT OF BONDHOLDERS AND THE
BORROWER.  Exclusive of supplemental indentures covered by Section
11.01 hereof and subject to the terms and provisions contained in this Section,
and not otherwise, the holders of not less than a majority in aggregate
principal amount of the Bonds then Outstanding (and with the consent of the
Borrower pursuant to Section 11.03 hereof) shall have the right, from time to
time, anything contained in this Indenture to the contrary notwithstanding, to
consent to and approve the execution by the Issuer and the Trustee of such other
indenture or indentures supplemental hereto for the purpose of modifying,
amending, adding to or rescinding, in any particular manner, any of the terms or
provisions contained in this Indenture; provided, however, that nothing in this
Section contained shall permit or be construed as permitting amendments of this
Indenture, without the consent of the holders of 100% of the Bonds then
Outstanding affected by such amendment, to effect (a) an extension of the
maturity date of the principal of or the interest on any Bond, or (b) a
reduction in the principal amount of, premium, if any, on any Bond or the rate
of interest thereon, or (c) an

       


      
        
           


        

        
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      adverse
change in the rights of the Owners of the Bonds to require the purchase thereof
pursuant to Article IV hereof, or (d) a privilege or priority of any Bond or
Bonds over any other Bond or Bonds, or (e) a reduction in the aggregate
principal amount of the Bonds the Owners of which are required to consent to
such supplemental indenture.

       

      If at any
time the Issuer shall request the Trustee to enter into any such supplemental
indenture for any of the purposes allowed by this Section, the Trustee shall, at
the request of the Issuer and upon being satisfactorily indemnified with respect
to expenses and upon receiving from the Borrower forms of notices and any other
related solicitation materials, cause notice of the proposed execution of such
supplemental indenture to be mailed to the holders of the Bonds affected by such
supplemental indenture in substantially the manner provided in Section 3.02
hereof with respect to redemption of Bonds.  Such notice shall briefly
set forth the nature of the proposed supplemental indenture and shall state that
copies thereof are on file at the Principal Office of the Trustee for inspection
by all Bondholders entitled to so consent.  If, within sixty (60) days
or such longer period of time as shall be prescribed by the Issuer following the
mailing of such notice, the Owners of a majority or 100%, as the case may be, in
aggregate principal amount of the Bonds Outstanding at the time of the execution
of any such supplemental indenture entitled to so consent shall have consented
to and approved the execution thereof as herein provided, no Owner of any Bond
shall have any right to object to any of the terms and provisions contained
therein, or the operation thereof, or in any manner to question the propriety of
the execution thereof, or to enjoin or restrain the Trustee or the Issuer from
executing the same or from taking any action pursuant to the provisions thereof.
The Issuer shall have the right to extend, with the prior written consent of the
Borrower, from time to time the period within which such consent and approval
may be obtained from Bondholders.  Upon the execution of any such
supplemental indenture as in this Section permitted and provided, this Indenture
shall be and be deemed to be modified and amended in accordance
therewith.

       

      SECTION
11.03                                           CONSENT
OF BORROWER AND BOND INSURER.  Anything herein to the contrary
notwithstanding, a supplemental indenture under this Article XI shall not become
effective unless and until the Borrower, the Bank and Bond Insurer shall have
consented to the execution and delivery of such supplemental
indenture.

       

      SECTION
11.04                                           CONSENT
OF REMARKETING AGENT, AUCTION AGENT, LIQUIDITY PROVIDER AND
BANK.  Anything herein to the contrary notwithstanding, a supplemental
indenture under this Article XI which affects any rights, duties or obligations
of the Remarketing Agent or the Auction Agent, or which affects any Liquidity
Facility or Letter of Credit, shall not become effective unless and until the
Remarketing Agent, the Auction Agent, the Liquidity Provider or the Bank, as
applicable, shall have consented to the execution and delivery of such
supplemental indenture.

       

      SECTION
11.05                                           CONSENT
OF TRUSTEE.  The Trustee may, but shall not be obligated to, enter
into any supplemental indenture which adversely affects the Trustee’s own
rights, liabilities, duties or immunities under this Indenture or
otherwise.

       

      SECTION
11.06                                           REQUIRED
OPINIONS OF COUNSEL.  The Issuer and the Trustee shall be provided
with and may conclusively rely on an opinion of Counsel to the effect that any
supplemental indenture entered into by the Issuer and the Trustee complies
with

       


      
        
           


        

        
           77


          
            

          

        

        
           


        

      


      the
provisions of this Article XI.  No supplemental indenture or amendment
or modification to the Agreement or the Bonds shall be effective until the
Issuer and the Trustee shall have received an opinion of Bond Counsel to the
effect that such supplemental indenture or such amendment or modification is
permitted by the Act and will not adversely affect the Tax-Exempt status of the
Bonds.

       

      SECTION
11.07                                           NOTATION
OF MODIFICATION ON BONDS; PREPARATION OF MODIFIED BONDS.  Bonds
authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article XI may bear a notation, in form
approved by the Trustee, as to any matter provided for in such supplemental
indenture, and if such supplemental indenture shall so provide, new Bonds, so
modified as to conform, in the opinion of the Trustee and the Issuer, to any
modification of this Indenture contained in any such supplemental indenture, may
be prepared by the Issuer, authenticated by the Trustee and delivered without
cost to the holders of the Bonds then outstanding, upon surrender for
cancellation of such Bonds in equal aggregate principal amounts.

       

      ARTICLE
XII

       

      


       

      AMENDMENT
OF AGREEMENT

       

      SECTION
12.01                                           AMENDMENTS
TO AGREEMENT NOT REQUIRING CONSENT OF BONDHOLDERS.  The Issuer and the
Borrower may, with the written consent of the Trustee, the Bond Insurer, the
Liquidity Provider, and the Bank, but without the consent of or notice to any of
the Bondholders, enter into any amendment, change or modification of the
Agreement (a) as may be required by the provisions of the Agreement or this
Indenture or the Bond Insurance, Liquidity Facility or Letter of Credit, (b) for
the purpose of curing any ambiguity or formal defect or omission, (c) so as to
add additional rights acquired in accordance with the provisions of the
Agreement, (d) to preserve the Tax-Exempt status of the Bonds, or any of them,
(e) to make any modification or amendment in any other respect if the effective
date of such amendment is a date on which all the affected Bonds are subject to
mandatory purchase pursuant to Section 4.02(a) hereof or if notice by mail of
the proposed amendment or supplement is given to the Owners of the affected
Bonds at least 30 days before the effective date, and prior to such effective
date such Owners have the right to require purchase of their Bonds pursuant to
Section 4.01 hereof, or (f) in connection with any other change therein which is
not materially adverse to the Bondholders and which does not involve a change
described in clauses (a) or (b) of Section 12.02 hereof and which in the
reasonable judgment of the Trustee is not to the prejudice of the Trustee;
provided that any amendment or supplement to Exhibit A to the Agreement
contemplated in Section 3.1 of the Agreement shall not be deemed to be an
amendment of the Agreement for any purpose of this Article XII.

       

      SECTION
12.02                                           AMENDMENTS
TO AGREEMENT REQUIRING CONSENT OF BONDHOLDERS.  Unless otherwise
specifically provided in this Section, the consent of the Bond Insurer, the Bank
or the Liquidity Provider shall be required in addition to required Bondholder
consent, when required, for the execution and delivery of any amendment,
supplement or change to or modification of the Agreement.  Except for
the amendments, changes or modifications as provided in Section 12.01 hereof,
neither the Issuer nor the Borrower shall enter into any other amendment, change
or modification of the Agreement affecting any Bonds

       


      
        
           


        

        
          78 


          
            

          

        

        
           


        

      


      without
mailing of notice and the written approval or consent of the Owners of not less
than a majority in aggregate principal amount of the Bonds at the time
Outstanding given and procured as provided in this Section; provided, however,
that nothing in this Section or Section 12.01 (other than Section 12.01(e))
hereof shall permit or be construed as permitting, without the consent of the
holders of 100% of the Bonds then Outstanding, (a) an extension of the time of
the payment of any amounts payable under Section 4.2(a) or Section 4.2(b) of the
Agreement, or (b) a reduction in the amount of any payment or in the total
amount due under Section 4.2(a) or Section 4.2(b) of the
Agreement.  If at any time the Issuer and the Borrower shall request
the consent of the Trustee to any such proposed amendment, change or
modification of the Agreement affecting any Bonds, the Trustee shall, at the
request of the Issuer and upon being satisfactorily indemnified with respect to
expenses and upon receiving from the Borrower forms of notices and any other
related solicitation materials, cause notice of such proposed amendment, change
or modification to be mailed to the Owners of the Bonds in substantially the
manner as provided by Section 3.02 hereof with respect to redemption of
Bonds.  Such notice shall briefly set forth the nature of such
proposed amendment, change or modification and shall state that copies of the
instrument embodying the same are on file with the Trustee for inspection by all
Bondholders.  If, within sixty (60) days, or such longer period as
shall be prescribed by the Issuer, following the mailing of such notice, the
Owners of a majority or 100%, as the case may be, in aggregate principal amount
of the Bonds Outstanding at the time of the execution of any such amendment,
change or modification, as the case may be, entitled to so consent shall have
consented to and approved the execution thereof as herein provided, no Owner of
any Bond shall have any right to object to any of the terms and provisions
contained therein, or the operation thereof, or in any manner to question the
propriety of the execution thereof, or to enjoin or restrain the Borrower or the
Issuer from executing the same or from taking any action pursuant to the
provisions thereof, or the Trustee from consenting thereto.  The
Issuer shall have the right to extend from time to time the period within which
such consent and approval may be obtained from Bondholders.  Upon the
execution of any such amendment, change or modification as in this Section
permitted and provided, the Agreement shall be and be deemed to be modified,
changed and amended in accordance therewith.

       

      SECTION
12.03                                           CONSENT
OF TRUSTEE.  The Trustee may, but shall not be obligated to, consent
to any amendment, change or modification of the Agreement which affects the
Trustee’s own rights, duties or immunities under this Indenture or
otherwise.

       

      SECTION
12.04                                           RELIANCE
ON OPINIONS OF COUNSEL.  The Issuer and the Trustee shall be provided
with and may rely upon an Opinion of Counsel to the effect that any such
proposed amendment, change or modification will comply with the provisions of
this Article XII and an opinion of Bond Counsel that any such amendment, change
or modification does not adversely affect the Tax-Exempt status of the
Bonds.

       

      ARTICLE
XIII

       

      


       

      MISCELLANEOUS

       

      SECTION
13.01                                           SUCCESSORS
OF THE ISSUER.  All the covenants, stipulations, promises and
agreements in this Indenture contained, by or on behalf of the Issuer, shall
bind and inure to the benefit of its successors and assigns, whether so
expressed or not.  If

       


      
        
           


        

        
           79


          
            

          

        

        
           


        

      


      any of
the powers or duties of the Issuer shall hereafter be transferred by any law of
the State, and if such transfer shall relate to any matter or thing permitted or
required to be done under this Indenture by the Issuer, then the body or
official of the Issuer who shall succeed to such powers or duties shall act and
be obligated in the place and stead of the Issuer as in this Indenture
provided.

       

      SECTION
13.02                                           CONSENTS
OF BONDHOLDERS.  Any consent, approval, direction or other instrument
required by this Indenture to be signed and executed by the Bondholders may be
in any number of concurrent writings of similar tenor and may be signed or
executed by such Bondholders in person or by agent appointed in
writing.  Proof of the execution of any such consent, approval,
direction or other instrument or of the writing appointing any such agent, if
made in the following manner, shall be sufficient for any of the purposes of
this Indenture, and shall be conclusive in favor of the Trustee with regard to
any action taken under such request or other instrument, namely:

       

      (a)           The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the certificate of any officer in any jurisdiction who by law
has power to take acknowledgments within such jurisdiction that the Person
signing such instrument or writing acknowledged before him the execution
thereof, or by affidavit of any witness to such execution or in any other manner
satisfactory to the Trustee; or

       

      (b)           The
fact of ownership of Bonds and the amount or amounts, numbers and other
identification of such Bonds, and the date of acquiring the same shall be proved
by the registration books of the Issuer maintained by the Trustee pursuant to
Section 2.04 hereof.

       

      Any
request, demand, authorization, direction, notice, consent, waiver or other
action by any Bondholder shall bind every future holder of the same Bond in
respect of anything done or suffered to be done by the Trustee or the Issuer in
reliance thereon, whether or not notation of such action is made upon such
Bond.

       

      SECTION
13.03                                           LIMITATION
OF RIGHTS.  With the exception of rights herein expressly conferred,
nothing expressed or mentioned in or to be implied from this Indenture or the
Bonds is intended or shall be construed to give to any person other than the
parties hereto, the Borrower, the Liquidity Provider, the Bank, the Bond
Insurer, the Remarketing Agent, the Auction Agent and the Owners of the Bonds
any legal or equitable right, remedy or claim under or in respect to this
Indenture.  This Indenture and all of the covenants, conditions and
provisions hereof are intended to be and being for the sole and exclusive
benefit of the parties hereto, the Owners of the Bonds, the Remarketing Agent,
the Auction Agent, and the Borrower as herein provided.  To the extent
that this Indenture confers upon or gives or grants to the Bond Insurer any
right, remedy or claim under or by reason of this Indenture, the Bond Insurer is
hereby explicitly recognized as being a third-party beneficiary hereunder and
may enforce any such right, remedy or claim conferred, given or granted
hereunder.

       

      SECTION
13.04                                           WAIVER
OF NOTICE.  Whenever in this 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

       


      
        
           


        

        
           80


          
            

          

        

        
           


        

      


      
        such
notice shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

         

        SECTION
13.05                                           SEVERABILITY.  If
any provision of this Indenture shall be invalid, inoperative or unenforceable
as applied in any particular case in any jurisdiction or jurisdictions or in all
jurisdictions, or in all cases because it conflicts with any other provision or
provisions hereof or any constitution or statute or rule of public policy, or
for any other reason, such circumstances shall not have the effect of rendering
the provision in question inoperative or unenforceable in any other case or
circumstance, or of rendering any other provision or provisions herein contained
invalid, inoperative, or unenforceable to any extent whatever.

         

        The
invalidity of any one or more phrases, sentences, clauses or Sections in this
Indenture contained, shall not affect the remaining portions of this Indenture,
or any part thereof.

         

        SECTION
13.06                                           NOTICES.  Except
as otherwise provided herein, all notices, certificates or other communications
hereunder shall be sufficiently given if in writing and shall be deemed given
when mailed by registered, certified or first class mail, postage prepaid, or by
qualified overnight courier service, courier charges prepaid, addressed as
follows, or to such other addresses as may be given at any time pursuant to
Section 9.1 of the Agreement:

         

        
          	
                  If
      to the Issuer:

                	
                  Clark
      County Government Center

                  County
      Manager’s Office

                  500
      South Grand Central Parkway, 6th Floor

                  Las
      Vegas, NV 89155-1111

                  Phone:  (702)
      455-3234

                  Telecopy:  (702)
      455-6298

                
	
                  If
      to the Borrower:

                	
                  Southwest
      Gas Corporation

                  5241
      Spring Mountain Road

                  Las
      Vegas, NV 89150-0002

                  Telecopy:  (702)
      364-8597

                
	
                  If
      to the Trustee, the Paying Agent or the Tender Agent:

                	
                  The
      Bank of New York Mellon Trust Company N.A.

                  2
      North LaSalle Street, Suite 1020

                  Chicago,
      IL 60602

                  Attention:  Corporate
      Trust Administration

                  Telecopy:  (312)
      827-8542

                
	
                  If
      to the Initial Bank:

                	
                  JPMorgan
      Chase Bank, N.A.

                  10
      S. Dearborn

                  Chicago,
      Illinois 60603

                  Attention:  Jennifer
      Fitzgerald

                  Phone:  (321)
      732-1754

                  Telecopy:  (321)
      732-1762

                


        


        
          
             


          

          
             81


            
              

            

          

          
             


          

        


        


        
          	
                  If
      to the Initial Remarketing Agent:

                	
                  Banc
      of America Securities LLC

                  GAI-006-04-15

                  600
      Peachtree Street, 4th Floor

                  Atlanta,
      GA  30308

                
	
                  If
      to Moody’s:

                	
                  Moody’s
      Investors Service

                  7
      World Trade Center

                  250
      Greenwich Street

                  New
      York, NY 10007

                  Attention:  MSPG
      Surveillance

                
	
                  If
      to S&P:

                	
                  Standard
      & Poor's

                  55
      Water Street, 38th  Floor

                  Public
      Finance/Structured Group

                  New
      York, NY 10041

                  pubfin_structured@standardandpoors.com

                


        

         

        Unless
specifically otherwise required by the terms of this Indenture, any notice
required to be given pursuant to any provision of this Indenture may be given by
any form of electronic transmission that is capable of producing a written
record, including, without limitation, telecopy transmissions, provided that the
deliverer of any such notice given by electronic transmission shall verify
receipt of such notice promptly upon the transmission thereof and such notice
shall not be deemed duly given unless full and legible receipt thereof has been
verified by the recipient of such notice.  The Issuer, the Borrower,
the Trustee, any Bond Insurer, any Liquidity Provider, any Bank, any Remarketing
Agent and any Auction Agent by notice pursuant to this Section 13.06, may
designate any different addresses to which subsequent notices, certificates or
other communications shall be sent.  A duplicate copy of each notice,
approval, consent, request, complaint, demand or other communication given
hereunder by the Issuer, the Borrower or the Trustee to any one of the others
shall also be given to each one of the others.

         

        SECTION
13.07                                           WAIVER
OF PERSONAL LIABILITY OF ISSUER MEMBERS, ETC.  No member, officer,
agent or employee of the Issuer, and no officer, official, agent or employee of
the State or any department, board or agency of the Issuer or the State shall be
individually or personally liable for the payment of the principal of or premium
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 Indenture.

         

        SECTION
13.08                                           HOLIDAYS.  If
the date for making any payment or the last date for performance of any act or
the exercising of any right, as provided in this Indenture, is not a Business
Day, such payment may be made or act performed or right exercised on the
succeeding Business Day with the same force and effect as if done on the nominal
date provided in this Indenture and no interest shall accrue on the payment so
deferred during the intervening period.

        

          
            
               


            

            
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      SECTION
13.09                                           COUNTERPARTS.  This
Indenture may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.

       

      SECTION
13.10                                           APPLICABLE
LAW.  This Indenture shall be governed exclusively by and construed in
accordance with the applicable laws of the State; provided, however, that the
rights, duties and benefits of the Trustee shall be governed by the laws of the
State of New York.

       

      SECTION
13.11                                           CAPTIONS.  The
captions or headings in this Indenture are for convenience only and in no way
define, limit, or describe the scope or intent of any provisions or sections of
this Indenture.

       

      SECTION
13.12                                           DEALING
IN BONDS.  The Trustee, or the Remarketing Agent, in its individual
capacity, may in good faith buy, sell, own, hold and deal in any of the Bonds,
and may join in any action which any Bondholder may be entitled to take with
like effect as if it did not act in any capacity hereunder.  The
Trustee or the Remarketing Agent, in its individual capacity, either as
principal or agent, may also engage in or be interested in any financial or
other transaction with the Issuer or the Borrower, and may act as depositary,
trustee or agent for any committee or body of Bondholders secured hereby or
other obligations of the Issuer as freely as if it did not act in any capacity
hereunder.

       

      SECTION
13.13                                           IMMUNITY
OF INCORPORATORS.  No recourse under or upon any obligations,
covenants or agreements contained in the Agreement, this Indenture or the Bonds,
or for any claim based thereon or otherwise in respect thereof, shall be had
against any incorporator, shareholder, director, officer or employee, as such,
whether past, present, or future, of the Borrower or the Issuer or of any
successor Person, either directly or through the Borrower or the Issuer, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that any
such liability and any and all such claims are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of the
Agreement.

       

      SECTION
13.14                                           BORROWER
MAY ACT THROUGH AGENTS.  In connection with any and all actions
permitted or required to be taken by the Borrower in connection with the
provisions hereof, including without limitation those set forth in Section 2.03
hereof, the Borrower may by written instrument filed with the Trustee appoint
one or more agents (which may be the Remarketing Agent) to take such actions on
its behalf, which appointment may be revoked at any time by the Borrower by
written instrument filed with the Trustee.

       

      SECTION
13.15                                           RECORD
DATE FOR DETERMINATION OF OWNERS ENTITLED TO VOTE.  The Borrower may
set a record date for the purpose of determining the Owners entitled to give or
take any request, demand, authorization, direction, notice, consent, waiver or
other action, or to vote on any action, authorized or permitted to be given or
taken by Owners.  If not set by the Borrower prior to their first
solicitation of an Owner made by any Person in respect of any such action, or,
in the case of any such vote, prior to such vote, the record date for any such
action or vote shall be the thirtieth (30th) day prior to such
first

       


      
        
           


        

        
           83


          
            

          

        

        
           


        

      


      solicitation
or vote, as the case may be.  With regard to any record date, only the
Owners on such date (or their duly appointed proxies) shall be entitled to give
or take, or vote on the relevant action.

       

      SECTION
13.16                                           CONSENTS
AND NOTICES.  Notwithstanding anything herein to the contrary, no
consent shall be required from or any notice given to any Bond Insurer,
Liquidity Provider or Bank with respect to any amendment, supplemental indenture
or other matter that does not affect the Bond Insurance, Liquidity Facility or
Letter of Credit, as applicable, or the Bonds secured by such Bond Insurance,
Liquidity Facility or Letter of Credit.

       

      [REST OF
PAGE INTENTIONALLY LEFT BLANK]

       


      
        
           


        

        
           84


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the Issuer and the Trustee have caused this Indenture of Trust
to be signed by authorized officers, all as of the date first above
written.

       

      CLARK
COUNTY, NEVADA

      


      


      


      By 
/s/ Rory Reid

      
        
          

        

      

             Chair,
Board of County Commissioners

      (SEAL)

      


      


      Attest:

      


       

      /s/ Shirley B.
Parraguirre

        

      


                              
County Clerk

      THE BANK
OF NEW YORK MELLON

      TRUST
COMPANY N.A., as Trustee

      


      


      
        By 
/s/ Dan Donovan

        
          
            

          

        

      

                                 
Authorized
Officer


      
        
           


        

        
           85


          
            

          

        

        
           


        

      


      [FORM OF
BOND]

       

      No.
_-__                                                                                                                         CUSIP:
________

       

      AS
PROVIDED IN THE INDENTURE REFERRED TO HEREIN, UNTIL THE TERMINATION OF THE
SYSTEM OF BOOK-ENTRY-ONLY TRANSFERS THROUGH THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (TOGETHER WITH ANY SUCCESSOR SECURITIES DEPOSITORY APPOINTED
PURSUANT TO THE INDENTURE, “DTC”), AND NOTWITHSTANDING ANY OTHER PROVISION OF
THE INDENTURE TO THE CONTRARY, (A) THIS BOND MAY BE TRANSFERRED, IN WHOLE BUT
NOT IN PART, ONLY TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR A
NOMINEE OF DTC, OR BY DTC OR A NOMINEE OF DTC TO ANY SUCCESSOR SECURITIES
DEPOSITORY OR ANY NOMINEE THEREOF AND (B) A PORTION OF THE PRINCIPAL AMOUNT OF
THIS BOND MAY BE PAID OR REDEEMED WITHOUT SURRENDER HEREOF TO THE PAYING
AGENT.  DTC OR A NOMINEE, TRANSFEREE OR ASSIGNEE OF DTC AS OWNER OF
THIS BOND MAY NOT RELY UPON THE PRINCIPAL AMOUNT INDICATED HEREON AS THE
PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID.  THE PRINCIPAL AMOUNT
HEREOF OUTSTANDING AND UNPAID SHALL FOR ALL PURPOSES BE THE AMOUNT DETERMINED IN
THE MANNER PROVIDED IN THE INDENTURE.

       

      UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

       

      UNITED
STATES OF AMERICA

       

      STATE
OF NEVADA

       

      CLARK
COUNTY, NEVADA

      INDUSTRIAL
DEVELOPMENT REVENUE BOND

      (SOUTHWEST
GAS CORPORATION PROJECT) SERIES 2008A

       

       THE
BONDS SHALL BE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM THE
REVENUES OF THE ISSUER PLEDGED THEREFOR UNDER THE INDENTURE.  THE
BONDS SHALL NOT CONSTITUTE  A DEBT OR INDEBTEDNESS OF THE ISSUER OR
THE STATE OF NEVADA (OR ANY POLITICAL SUBDIVISION THEREOF) WITHIN THE MEANING OF
ANY PROVISION OR LIMITATION OF THE CONSTITUTION OR STATUTES OF THE STATE OF
NEVADA, AND SHALL NOT CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE
ISSUER OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING
POWERS.  NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE
STATE OF NEVADA OR CLARK COUNTY, NEVADA OR ANY POLITICAL SUBDIVISION THEREOF IS
PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR ANY INTEREST ON
THIS BOND.

       

      Maturity
Date:

       

      Registered
Owner:                                           Cede
& Co.

       

      Initial
Principal
Amount:                                DOLLARS

       

      Dated
Date:

       

      Initial
Rate
Period:                                           [Weekly]

       


      
        
          
            A-1

          

           


        

        
           


          
            

          

        

        
           


        

      


      CLARK
COUNTY, NEVADA (the “Issuer”), a public instrumentality and political
subdivision of the State of Nevada, for value received, hereby promises to pay
(but only out of the source hereinafter provided) to the Registered Owner
identified above, or registered assigns as hereinafter provided, on the Maturity
Date identified above, the Principal Amount identified above, and to pay (but
only out of the source hereinafter provided) interest on the balance of said
Principal Amount from time to time remaining unpaid until payment of said
Principal Amount has been made or duly provided for, at the rates and on the
dates determined as described in the Indenture as hereinafter defined, and to
pay (but only out of the source hereinafter provided) interest on overdue
principal at the rate borne by this Bond on the date on which such principal
became due and payable, except as the provisions set forth in the Indenture with
respect to redemption or acceleration prior to maturity may become applicable
hereto, the principal of and premium, if any, and interest on this Bond being
payable in lawful money of the United States of America at the Principal Office
of The Bank of New York Mellon Trust Company N.A., a national banking
association, as Paying Agent (the “Paying Agent”); provided, however, payment of
interest on any Interest Payment Date shall be made to the registered owner
hereof as of the close of business on the Record Date with respect to such
Interest Payment Date and shall be (i) paid by check or draft of the Paying
Agent mailed to such registered owner hereof at his address as it appears on the
registration books of the Issuer maintained by The Bank of New York Mellon Trust
Company N.A., a national banking association, as Trustee (the “Trustee”) or at
such other address as is furnished in writing by such registered owner to the
Trustee not later than the close of business on the Record Date or
(ii) transmitted by wire transfer to the account with a member of the
Federal Reserve System located within the continental United States of America
of any registered owner which owns at least $1,000,000 in aggregate principal
amount of the Bonds and which shall have provided wire transfer instructions to
the Trustee prior to the close of business on such Record
Date.  Notwithstanding the foregoing provisions, for so long as this
Bond is restricted to being registered on the registration books of the Issuer
kept by the Trustee in the name of a Securities Depository, the provisions of
the Indenture governing Book-Entry Bonds shall govern the manner of the payment
of the principal and purchase price (if applicable) of and premium, if any, and
interest on this Bond.

       

      This Bond
is one of a duly authorized issue of bonds of the Issuer designated as the
“Clark County Nevada Industrial Development Revenue Bonds (Southwest Gas
Corporation Project) Series 2008A” (the “Bonds”) limited in aggregate principal
amount as provided in, and issued under and secured by, an Indenture of Trust
(the “Indenture”), dated as of September 1, 2008, between the Issuer and the
Trustee.  Reference is hereby made to the Indenture and all indentures
supplemental thereto for a description of the rights thereunder of the
registered owners of the Bonds, of the nature and extent of the security, of the
rights, duties and immunities of the Trustee and of the rights and obligations
of the Issuer thereunder, to all of the provisions of which Indenture the holder
of this Bond, by acceptance hereof, assents and agrees.

       

      The Bonds
are authorized to be issued pursuant to the provisions of the County Economic
Development Revenue Bond Law, Sections 244A.669 to 244A.763, inclusive, of the
Nevada Revised Statutes, as amended and supplemented to the date hereof (the
“Act”).  The Bonds are limited obligations of the Issuer and, as and
to the extent set forth in the Indenture, are payable solely from, and secured
by a pledge of and lien on, the Revenues (as that term is defined in
the

       


      
        
          
            A-2

          

           


        

        
           


          
            

          

        

        
           


        

      


      Indenture),
consisting primarily of loan repayments made by Southwest Gas Corporation (the
“Borrower”) under the terms of a Financing Agreement, dated as of September 1,
2008 (the “Agreement”), between the Issuer and the Borrower.  The
Bonds, together with certain other bonds of the Issuer, are all issued under and
equally and ratably secured by and entitled to the benefits of the Indenture,
including the security of a pledge and assignment of certain revenues and
receipts derived by the Issuer pursuant to the Agreement and any Letter of
Credit, as described therein, and all receipts of the Trustee credited under the
provisions of the Indenture against such payments and from any other moneys held
by the Trustee under the Indenture for such purpose, and there shall be no other
recourse against the Issuer or any property now or hereafter owned by
it.

       

      The
Borrower may, at its option, cause a Letter of Credit, a Liquidity Facility or
Bond Insurance to be delivered from time to time to support the Issuer’s payment
obligations hereunder.

       

      Interest
on this Bond shall be payable at the times and in the amounts determined in
accordance with the provisions of the Indenture.  In no event shall
the interest rate on this Bond be greater than 12% per annum.  At the
times and subject to the conditions set forth in the Indenture, the Borrower may
elect that this Bond shall bear interest at an interest rate, and for a period,
different from those then applicable.  The Trustee shall give notice
of any such adjustment to the owners of this Bond in accordance with the terms
of the Indenture.  REFERENCE IS MADE TO THE FURTHER PROVISIONS
RELATING TO THE DETERMINATION OF THE RATE AND AMOUNT OF INTEREST ON THIS BOND
SET FORTH IN THE INDENTURE, WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
THOUGH FULLY SET FORTH HEREIN.

       

      This Bond
shall be deliverable in the form of registered Bonds without coupons in
Authorized Denominations, as defined in the Indenture.

       

      This Bond
is subject to acceleration, redemption and mandatory or optional tender for
purchase prior to maturity upon the circumstances, at the times, in the amounts,
upon payment of the amounts, with the notice, upon the other terms and
provisions and with the effect set forth in the Indenture.

       

      BY
ACCEPTANCE OF THIS BOND, THE REGISTERED OWNER HEREBY AGREES THAT IF THIS BOND IS
TO BE PURCHASED AND IF MONEYS SUFFICIENT TO PAY THE PURCHASE PRICE SHALL BE HELD
BY THE TENDER AGENT ON THE DATE THIS BOND IS TO BE PURCHASED, THIS BOND SHALL BE
DEEMED TO HAVE BEEN PURCHASED AND SHALL BE PURCHASED ACCORDING TO THE TERMS OF
THE INDENTURE, FOR ALL PURPOSES OF THE INDENTURE, WHETHER OR NOT THIS BOND SHALL
HAVE BEEN DELIVERED TO THE TENDER AGENT, AND THE REGISTERED OWNER OF THIS BOND
SHALL HAVE NO CLAIM HEREON, UNDER THE INDENTURE OR OTHERWISE, FOR ANY AMOUNT
OTHER THAN THE PURCHASE PRICE HEREOF.

       

      Neither
the Board of County Commissioners nor any person executing this Bond shall be
liable personally on this Bond or be subject to any personal liability or
accountability by reason

       


      
        
          
            A-3

          

           


        

        
           


          
            

          

        

        
           


        

      


      of the
issuance thereof.  No recourse shall be had for the payment of the
principal of, premium, if any, or interest on any of the Bonds or for any claim
based thereon or upon any obligation, covenant or agreement in the Indenture
contained, against any past, present or future County Commissioner, director,
officer, employee or agent of the Issuer, or through the Issuer, or any
successor to the Issuer, under any rule of law or equity, statute or
constitution or by the enforcement of any assessment or penalty or otherwise,
and all such liability of any such member, director, officer, employee or agent
as such is hereby expressly waived and released as a condition of and in
consideration for the execution of the Indenture and the issuance of any of the
Bonds.

       

      The
holder of this Bond shall have no right to enforce the provisions of the
Indenture or to institute action to enforce the covenants therein, or to take
any action with respect to any Event of Default (as defined in the Indenture),
or to institute, appear in or defend any suit or other proceedings with respect
thereto, except as provided in the Indenture.  If an Event of Default
occurs and is continuing, the principal of all Bonds then outstanding issued
under the Indenture may be declared due and payable upon the conditions and in
the manner and with the effect provided in the Indenture.

       

      Subject
to the limitations and upon payment of the charges, if any, provided in the
Indenture, Bonds may be exchanged at the Principal Office of the Trustee for a
like aggregate principal amount of Bonds of like tenor in Authorized
Denominations.

       

      This Bond
is transferable by the registered holder hereof, in person, or by its attorney
duly authorized in writing, at the Principal Office of the Trustee, but only in
the manner, subject to the limitations and upon payment of the charges provided
in the Indenture, and upon surrender and cancellation of this
Bond.  Upon such transfer a new fully registered Bond or Bonds of like
tenor in Authorized Denominations, for the same aggregate principal amount, will
be issued to the transferee in exchange herefor; provided that if moneys for the
purchase of this Bond have been deposited with the Tender Agent, this Bond is
not transferable to anyone until delivered to the Tender Agent.

       

      The
Issuer, the Trustee, any Paying Agent and any agent of the Issuer, the Trustee
or any Paying Agent may treat the person in whose name this Bond is registered
as the owner hereof for the purpose of receiving payment as herein provided and
for all other purposes, whether or not this Bond be overdue, and neither the
Issuer, the Trustee, any Paying Agent nor any such agent shall be affected by
notice to the contrary.

       

      The
Indenture also contains provisions permitting the Issuer and the Trustee,
without the consent of any holders of the Bonds, to execute supplemental
indentures for certain purposes specified in the Indenture.

       

      The
Indenture prescribes the manner in which it may be discharged and after which
the Bonds shall no longer be secured by or entitled to the benefits of the
Indenture, except for the purposes of registration and exchange of Bonds and of
payment of the principal of and redemption premium, if any, and interest on the
Bonds as the same become due and payable, including a provision that under
certain circumstances the Bonds shall be deemed to be paid if Government
Obligations, as defined therein, maturing as to principal and interest in
such

       


      
        
          
            A-4

          

           


        

        
           


          
            

          

        

        
           


        

      


      amounts
and at such times as to insure the availability of sufficient moneys to pay the
principal of, premium, if any, and interest on the Bonds and all necessary and
proper fees, compensation and expenses of the Trustee, shall have been deposited
with the Trustee.

       

      The
Indenture also prescribes the manner in which it may be modified, amended or
altered; modifications or alterations of the Indenture, or any supplements
thereto, and the Agreement may be made only to the extent and in the
circumstances permitted by the Indenture.

       

      Capitalized
terms not defined herein shall have the meanings given to such terms in the
Indenture.

       

      It is
hereby certified that all of the conditions, things and acts 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 Constitution and statutes of the State of Nevada and
that the amount of this Bond, together with all other indebtedness of the
Issuer, does not exceed any limit prescribed by the Constitution or statutes of
the State of Nevada.

       

      This Bond
shall not be entitled to any benefit under the Indenture, or become valid or
obligatory for any purpose, until the certificate of authentication hereon
endorsed shall have been signed by the Trustee.

       


      
        
          
            A-5

          

           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, CLARK COUNTY, NEVADA has caused this Bond to be executed in its
name by the manual or duly authorized facsimile signatures of its Chair of the
Board of County Commissioners and its Treasurer and attested by the manual or
duly authorized facsimile signature of its County Clerk.

       

      CLARK
COUNTY, NEVADA

      


      


      


      By 
___________________________________ 

            
Chair, Board of County Commissioners

      


      


      


      By 
___________________________________

                                          
Treasurer

      


      


      


      Attest:

       

       

       

      __________________________________

                              
County
Clerk

      



      
        
          
            A-6

          

           


        

        
           


          
            

          

        

        
           


        

      


      [FORM OF
TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

       

      This Bond
is one of the Bonds referred to in the within-mentioned Indenture of
Trust.

       

      THE BANK
OF NEW YORK MELLON

      TRUST
COMPANY N.A.,

      not in
its individual capacity, but solely as

      Trustee

      


      


      


      By: 
____________________________________________

                                            
Authorized Signatory

      


      Date of
Authentication:  ________________________________________

      


      



      
        
          
            A-7

          

           


        

        
           


          
            

          

        

        
           


        

      


      [FORM OF
ASSIGNMENT]

       

      The
following abbreviations, when used in the inscription on the face of this Bond,
shall be construed as though they were written out in full according to
applicable laws or regulations:

       

      UNIF GIFT
MIN ACT--

       

      TEN COM
-- as tenants in
common    ________________  Custodian
_________________

      TEN ENT
--   as tenants by the
entireties         (Cust)                                              (Minor)

      JT
TEN  --      as joint tenants with
right         under Uniform Gifts
to Minors

                             
of survivorship and not
as                       Act
____________________________

                             
tenants in
common                                                                       (State)

       

      Additional
abbreviations may also be used though

       

      not in
the above list.

       

      FOR VALUE
RECEIVED, the undersigned sells, assigns and transfers unto

       

      

        
          

        

      

      (Name and
Address of Assignee)

       

      

        
          

        

      

      Social
Security or Other Taxpayer Identification Number of Assignee

       

      the
within Bond of Clark County, Nevada and does hereby irrevocably constitute and
appoint ______________________________ to transfer the said Bond on the books
kept for registration thereof with full power of substitution in the
premises.

       

      Dated: 
______________________________

       

      


      Signature
Guaranteed:

       

       

       

      ____________________________________

       

       

      NOTICE:  The
signature to this assignment must correspond with the name as it appears upon
the face of the within Bond in every particular, without alteration or
enlargement or any change whatever.

       

      NOTICE:  Signature(s)
must be guaranteed by a member firm of the New York Stock Exchange or a
commercial bank or trust company.

       

      [END OF
FORM OF BOND]

       


      
        
          
            A-8

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
B

       

      


       

      


       

      TO

       

      


       

      INDENTURE
OF TRUST

       

      


       

      


       

      ______________________________

       

      


       

      


       

      


       

      


       

      Auction
Procedures

       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

       

      Page

       

      
        	
                ARTICLE
      I     Definitions

              	
                B-1

              
	
                ARTICLE
      II    Auction Procedures

              	
                B-5

              
	
                Section
      2.01.

              	
                General
      Procedures

              	
                B-5

              
	
                Section
      2.02.

              	
                Orders
      by Existing Owners and Potential Owners.

              	
                B-5

              
	
                Section
      2.03.

              	
                Submission
      of Orders by Broker-Dealers to Auction Agent.

              	
                B-7

              
	
                Section
      2.04.

              	
                Determination
      of Auction Rate.

              	
                B-9

              
	
                Section
      2.05.

              	
                Allocation
      of Bonds.

              	
                B-10

              
	
                Section
      2.06.

              	
                Notice
      of Auction Rate.

              	
                B-12

              
	
                Section
      2.07.

              	
                Reference
      Rate.

              	
                B-13

              
	
                Section
      2.08.

              	
                Miscellaneous
      Provisions Regarding Auctions.

              	
                B-14

              
	
                Section
      2.09.

              	
                Changes
      in Auction Rate Period or Auction Date.

              	
                B-15

              
	
                ARTICLE
      III   Auction Agent

              	
                B-16

              
	
                Section
      3.01.

              	
                Auction
      Agent.

              	
                B-16

              
	
                Section
      3.02.

              	
                Qualifications
      of Auction Agent; Resignation; Removal.

              	
                B-16

              
	
                ARTICLE
      IV   Broker-Dealer

              	
                B-17

              
	
                Section
      4.01.

              	
                Broker-Dealers.

              	
                B-17

              
	
                Section
      4.02.

              	
                Resignation;
      Removal.

              	
                B-17

              


      

      


      



      
        
           


        

        
           i


          
            

          

        

        
           


        

      


      ARTICLE
I

       

      


       

      Definitions

       

      In
addition to the words and terms elsewhere defined in this Indenture, the
following words and terms as used in this Exhibit B and elsewhere is
this Indenture have the following meanings with respect to any Bonds in an
Auction Rate Period unless the context or use indicates another or different
meaning or intent.

       

      “Agent
Member” means a member of, or participant in, the Securities Depository who
shall act on behalf of a Bidder.

       

      “All Hold
Rate” means, as of any Auction Date, 45% of the Reference Rate in effect on such
Auction Date.

       

      “Applicable
Percentage” means, as of any Auction Date, the Percentage of Reference Rate (in
effect on such Auction Date) determined as set forth below, based on the
Prevailing Rating of the Bonds in effect at the close of business on the
Business Day immediately preceding such Auction Date:

       

      
        	
                Prevailing
      Rating

              	 
      	
                Percentage
      of

                Reference
      Rate

              
	 
      	 
      	 
      
	
                AAA/Aaa

              	 
      	
                175

              
	
                AA/Aa

              	 
      	
                200

              
	
                A/A

              	 
      	
                250

              
	
                BBB/Baa

              	 
      	
                275

              
	
                Below
      BBB/Baa

              	 
      	
                300

              


      

       

      “Auction”
means each periodic implementation of the Auction Procedures.

       

      “Auction
Agent” means the auctioneer appointed in accordance with Section 3.01 or 3.02 of
this Exhibit B.

       

      “Auction
Agreement” means an agreement among the Company, the Auction Agent and the
Trustee pursuant to which the Auction Agent agrees to follow the procedures
specified in this Exhibit B with respect to the Bonds while bearing interest at
an Auction Rate, as such agreement may from time to time be amended or
supplemented.

       

      “Auction
Date” means, with respect to Bonds during any period in which the Auction
Procedures are not suspended in accordance with the provisions hereof, (i) if
the Bonds are in a daily Auction Rate Period, each Business Day, and (ii) if the
Bonds are in any other Auction Rate Period, the Business Day preceding each
Interest Payment Date for such Bonds (whether or not an Auction shall be
conducted on such date); provided, however, that the last
Auction Date with respect to the Bonds in an Auction Rate Period other than a
daily Auction Rate Period shall be the earlier of (a) the Business Day preceding
the Interest Payment Date preceding the Conversion Date for the Bonds and (b)
the Business Day preceding the Interest Payment Date preceding the final
maturity date for the Bonds; and provided, further, that if the Bonds
are in a

       


      
        
          
            B-1

          

           


        

        
           


          
            

          

        

        
           


        

      


      daily
Auction Rate Period, the last Auction Date shall be the earlier of (x) the
Business Day preceding the Conversion Date for the Bonds and (y) the Business
Day preceding the final maturity date for the Bonds.  On the Business
Day preceding the conversion from a daily Auction Rate Period to another Auction
Rate Period, there shall be two Auctions, one for the last daily Auction Rate
Period and one for the first Auction Rate Period following the
conversion.

       

      “Auction
Rate Period” means any period of less than 365 days during which the Bonds bear
interest at a single Auction Rate, as established pursuant to the
Indenture.

       

      “Auction
Procedures” means the procedures for conducting Auctions for Bonds during an
Auction Rate Period set forth in this Exhibit B.

       

      “Auction
Rate” means for Bonds for each Auction Rate Period, (i) if Sufficient Clearing
Bids exist, the Winning Bid Rate, provided, however, if all of the Bonds are the
subject of Submitted Hold Orders, the All Hold Rate and (ii) if Sufficient
Clearing Bids do not exist, the Maximum Auction Rate with respect to the
Bonds.

       

      “Authorized
Denominations” means $25,000 and integral multiples of $5,000 in excess thereof,
notwithstanding anything else in this Indenture to the contrary, so long as the
Bonds bear interest at an Auction Rate.

       

      “Available
Bonds” means, on each Auction Date, the aggregate principal amount of Bonds that
are not the subject of Submitted Hold Orders.

       

      “Bid” has
the meaning specified in subsection (a) of Section 2.02 of this Exhibit
B.

       

      “Bidder”
means each Existing Owner and Potential Owner who places an Order.

       

      “Broker-Dealer”
means any entity that is permitted by law to perform the function required of a
Broker-Dealer described in this Exhibit B, that is a member of, or a direct
participant in, the Securities Depository, that has been selected by the Company
and the Bond Insurer, and that is a party to a Broker-Dealer Agreement with the
Company and the Auction Agent.

       

      “Broker-Dealer
Agreement” means an agreement among the Auction Agent, the Company and a
Broker-Dealer pursuant to which such Broker-Dealer agrees to follow the
procedures described in this Exhibit B, as such agreement may from to time be
amended or supplemented.

       

      “Business
Day” in addition to any other definition of “Business Day” included in this
Indenture while Bonds bear interest at an Auction Rate, the term Business Day
shall not include April 14 or 15 or December 30 or 31 or days on which the
Auction Agent or any Broker-Dealer are not open for business.

       

      “Conversion
Date” means the date on which the Bonds begin to bear interest at a Daily Rate,
a Weekly Rate, a Flexible Rate, or a Term Rate.

       


      
        
          
            B-2

          

           


        

        
           


          
            

          

        

        
           


        

      


      “Existing
Owner” means a Person who is listed from time to time as the beneficial owner of
Bonds in the records of the Auction Agent.

       

      “Hold
Order” has the meaning specified in subsection (a) of Section 2.02 of this
Exhibit B.

       

      “Interest
Payment Date” with respect to Bonds bearing interest at Auction Rates, means
(a) when used with respect to any Auction Rate Period of less than 92 days
(other than a daily Auction Rate Period), the Business Day immediately following
such Auction Rate Period, (b) when used with respect to a daily Auction
Rate Period, the first Business Day of the month immediately succeeding such
Auction Rate Period, (c) when used with respect to an Auction Rate Period
of 92 or more days, each 13th Thursday after the first day of such Auction Rate
Period or the next Business Day if such Thursday is not a Business Day and on
the Business Day immediately following such Auction Rate Period, (d) each
Conversion Date, and (e) the date of final maturity of such
Bonds.

       

      “Maximum
Auction Rate” means, as of any Auction Date, the product of the Reference Rate
multiplied by the Applicable Percentage, provided, however, the Maximum Auction
Rate shall not exceed the Maximum Interest Rate.

       

      “Maximum
Interest Rate” means (i) 12% on the date hereof, and (ii) to the extent the
maximum rate permitted by applicable law shall become less than 12%, then the
maximum rate permitted by applicable law.

       

      “Order”
means a Hold Order, Bid or Sell Order.

       

      “Payment
Default” means any Event of Default resulting from a failure to pay principal,
premium, purchase price or interest on any Bond when due.

       

      “Potential
Owner” means any Person, including any Existing Owner, who may be interested in
acquiring a beneficial interest in the Bonds in addition to the Bonds currently
owned by such Person, if any.

       

      “Prevailing
Rating” means (a) AAA/Aaa, if the Bonds shall have a rating of AAA or better by
S&P and a rating of Aaa or better by Moody’s, (b) if not AAA/Aaa, AA/Aa if
the Bonds shall have a rating of AA- or better by S&P and a rating of Aa3 or
better by Moody’s, (c) if not AAA/Aaa or AA/Aa, A/A if the Bonds shall have a
rating of A- or better by S&P and a rating of A3 or better by Moody’s, (d)
if not AAA/Aaa, AA/Aa or A/A, BBB/Baa, if the Bonds shall have a rating of BBB-
or better by S&P and a rating of Baa3 or better by Moody’s, and (e) if not
AAA/Aaa, AA/Aa, A/A or BBB/Baa, then below BBB/Baa, whether or not the Bonds are
rated by any Rating Agency.  For purposes of this definition,
S&P’s rating categories of “AAA,” “AA,” “A” and “BBB” and Moody’s rating
categories of “Aaa,” “Aa3,” “A3” and “Baa” shall be deemed to refer to and
include the respective rating categories correlative thereto in the event that
any such Rating Agencies shall have changed or modified their generic rating
categories or if any successor thereto appointed in accordance with the
definitions thereof shall use different rating categories.  If the
Bonds are not rated by a Rating Agency, the requirement of a rating by such
Rating Agency shall be disregarded.  If the ratings for the Bonds are
split between two of

       


      
        
          
            B-3

          

           


        

        
           


          
            

          

        

        
           


        

      


      the
foregoing categories, the lower rating shall determine the Prevailing
Rating.  If there is no rating, then the Auction Rate shall be the
Maximum Auction Rate.

       

      “Principal
Office” means, with respect to the Auction Agent, the office thereof designated
in writing to the Company, the Trustee, the Bond Insurer and each
Broker-Dealer.

       

       “Reference
Rate” shall have the meaning specified in Section 2.07 of this Exhibit
B.

       

       “Securities
Depository” means The Depository Trust Company and its successors and assigns or
any other securities depository selected by the Company which agrees to follow
the procedures required to be followed by such securities depository in
connection with the Bonds.

       

      “Sell
Order” has the meaning specified in subsection (a) of Section 2.02 of Exhibit
B.

       

      “Submission
Deadline” means 1:00 p.m., New York City time, on each Auction Date not in a
daily Auction Rate Period and 11:00 a.m., New York City time, on each Auction
Date in a daily Auction Rate Period, or such other time on such date as shall be
specified from time to time by the Auction Agent pursuant to the Auction
Agreement as the time by which Broker-Dealers are required to submit Orders to
the Auction Agent.

       

      “Submitted
Bid” has the meaning specified in subsection (b) of Section 2.04 of this Exhibit
B.

       

      “Submitted
Hold Order” has the meaning specified in subsection (b) of Section 2.04 of this
Exhibit B.

       

      “Submitted
Order” has the meaning specified in subsection (b) of Section 2.04 of this
Exhibit B.

       

      “Submitted
Sell Order” has the meaning specified in subsection (b) of Section 2.04 of this
Exhibit B.

       

      “Sufficient
Clearing Bids” means, with respect to Bonds, an Auction for which the aggregate
principal amount of Bonds that are the subject of Submitted Bids by Potential
Owners specifying one or more rates not higher than the Maximum Auction Rate is
not less than the aggregate principal amount of Bonds that are the subject of
Submitted Sell Orders and of Submitted Bids by Existing Owners specifying rates
higher than the Maximum Auction Rate.

       

      “Winning
Bid Rate” means the lowest rate specified in any Submitted Bid which if selected
by the Auction Agent as the Auction Rate, subject to the All Hold Rate, would
cause the aggregate principal amount of Bonds that are the subject of Submitted
Bids specifying a rate not greater than such rate to be not less than the
aggregate principal amount of Available Bonds.

       

      ARTICLE
II

       

      


       

      Auction
Procedures

       

      Section
2.01.                                General
Procedures.  While the Bonds bear interest at the Auction Rate,
Auctions shall be conducted on each Auction Date (other than the Auction Date
immediately

       


      
        
          
            B-4

          

           


        

        
           


          
            

          

        

        
           


        

      


      preceding
(i) each Auction Rate Period commencing after the ownership of the Bonds is no
longer maintained in the Book-Entry System pursuant to this Indenture; (ii) each
Auction Rate Period commencing after the occurrence and during the continuance
of a Payment Default; or (iii) any Auction Rate Period commencing less than two
Business Days after the cure of a Payment Default).  If there is an
Auction Agent on such Auction Date, Auctions shall be conducted in the manner
set forth in this Exhibit B.

       

      Section
2.02.                                Orders
by Existing Owners and Potential Owners.

       

      (a)           Prior
to the Submission Deadline on each Auction Date:

       

      (i)           each
Existing Owner may submit to a Broker-Dealer, in writing or by such other method
as shall be reasonably acceptable to such Broker-Dealer, information as
to:

       

      (A)           the
principal amount of Bonds, if any, held by such Existing Owner which such
Existing Owner irrevocably commits to continue to hold for the succeeding
Auction Rate Period without regard to the rate determined by the Auction
Procedures for such Auction Rate Period,

       

      (B)           the
principal amount of Bonds, if any, held by such Existing Owner which such
Existing Owner irrevocably commits to continue to hold for the succeeding
Auction Rate Period if the rate determined by the Auction Procedures for such
Auction Rate Period shall not be less than the rate per annum then specified by
such Existing Owner (and which such Existing Owner irrevocably offers to sell on
the succeeding Interest Payment Date (or the same day in the case of a daily
Auction Rate Period) if the rate determined by the Auction Procedures for the
succeeding Auction Rate Period shall be less than the rate per annum then
specified by such Existing Owner), and/or

       

      (C)           the
principal amount of Bonds, if any, held by such Existing Owner which such
Existing Owner irrevocably offers to sell on the succeeding Interest Payment
Date (or on the same day in the case of a daily Auction Rate Period) without
regard to the rate determined by the Auction Procedures for the succeeding
Auction Rate Period; and

       

      (ii)           for
the purpose of implementing the Auctions and thereby to achieve the lowest
possible interest rate on the Bonds, the Broker-Dealers shall contact Potential
Owners, including Persons that are Existing Owners, to determine the principal
amount of Bonds, if any, which each such Potential Owner irrevocably offers to
purchase if the rate determined by the Auction Procedures for the succeeding
Auction Rate Period is not less than the rate per annum then specified by such
Potential Owner.

       

      For the
purposes hereof an Order containing the information referred to in clause (i)(A)
above is herein referred to as a “Hold Order”, an Order containing the
information referred to in clause (i)(B) or (ii) above is herein referred to as
a “Bid”, and an Order containing the information referred to in clause (i)(C)
above is herein referred to as a “Sell Order.”

       


      
        
          
            B-5

          

           


        

        
           


          
            

          

        

        
           


        

      


      (b)           (i)           Subject
to the provisions of Section 2.03 of this Exhibit B, a Bid by an Existing Owner
shall constitute an irrevocable offer to sell:

       

      (A)           the
principal amount of Bonds specified in such Bid if the rate determined by the
Auction Procedures on such Auction Date shall be less than the rate specified
therein; or

       

      (B)           such
principal amount or a lesser principal amount of Bonds to be determined as set
forth in subsection (a)(v) of Section 2.05 hereof if the rate determined by the
Auction Procedures on such Auction Date shall be equal to such specified rate;
or

       

      (C)           a
lesser principal amount of Bonds to be determined as set forth in subsection
(b)(iv) of Section 2.05 hereof if such specified rate shall be higher than the
Maximum Auction Rate and Sufficient Clearing Bids do not exist.

       

      (ii)           Subject
to the provisions of Section 2.03 of this Exhibit B, a Sell Order by an Existing
Owner shall constitute an irrevocable offer to sell:

       

      (A)           the
principal amount of Bonds specified in such Sell Order; or

       

      (B)           such
principal amount or a lesser principal amount of Bonds as set forth in
subsection (b)(iv) of Section 2.05 hereof if Sufficient Clearing Bids do not
exist.

       

      (iii)           Subject
to the provisions of Section 2.03 of this Exhibit B, a Bid by a Potential Owner
shall constitute an irrevocable offer to purchase:

       

      (A)           the
principal amount of Bonds specified in such Bid if the rate determined by the
Auction Procedures on such Auction Date shall be higher than the rate specified
therein; or

       

      (B)           such
principal amount or a lesser principal amount of Bonds as set forth in
subsection (a)(vi) of Section 2.05 hereof if the rate determined by the Auction
Procedures on such Auction Date shall be equal to such specified
rate.

       

      (c)           Anything
herein to the contrary notwithstanding:

       

      (i)           for
purposes of any Auction, any Order which specifies Bonds to be held, purchased
or sold in a principal amount which is not $5,000 or an integral multiple
thereof shall be rounded down to the nearest $5,000, and the Auction Agent shall
conduct the Auction Procedures as if such Order had been submitted in such lower
amount;

       

      (ii)           for
purposes of any Auction other than during a daily Auction Rate Period, any
portion of an Order of an Existing Owner which relates to a Bond which has been
called for redemption on or prior to the Interest Payment Date succeeding such
Auction shall be invalid with respect to such portion and the Auction Agent
shall conduct the Auction Procedures as if such portion of such Order had not
been submitted;

       


      
        
          
            B-6

          

           


        

        
           


          
            

          

        

        
           


        

      


      (iii)           for
purposes of any Auction other than during a daily Auction Rate Period, no
portion of a Bond which has been called for redemption on or prior to the
Interest Payment Date succeeding such Auction shall be included in the
calculation of Available Bonds for such Auction; and

       

      (iv)           the
Auction Procedures shall be suspended during the period commencing on the date
of the Auction Agent’s receipt of notice from the Trustee or the Issuer of the
occurrence of a Payment Default but shall resume two Business Days after the
date on which the Auction Agent receives notice from the Trustee that such
Payment Default has been waived or cured, with the next Auction to occur on the
next regularly scheduled Auction Date occurring thereafter.

       

      Section
2.03.                                Submission
of Orders by Broker-Dealers to Auction Agent.

       

      (a)           Each
Broker-Dealer shall submit to the Auction Agent in writing or by such other
method as shall be reasonably acceptable to the Auction Agent, prior to the
Submission Deadline on each Auction Date, all Orders obtained by such
Broker-Dealer and specifying, with respect to each Order:

       

      (i)           the
name of the Bidder placing such Order;

       

      (ii)           the
aggregate principal amount of Bonds, if any, that are the subject of such
Order;

       

      (iii)           to
the extent that such Bidder is an Existing Owner:

       

      (A)           the
principal amount of Bonds, if any, subject to any Hold Order placed by such
Existing Owner;

       

      (B)           the
principal amount of Bonds, if any, subject to any Bid placed by such Existing
Owner and the rate specified in such Bid; and

       

      (C)           the
principal amount of Bonds, if any, subject to any Sell Order placed by such
Existing Owner; and

       

      (iv)           to
the extent such Bidder is a Potential Owner, the rate and amount specified in
such Potential Owner’s Bid.

       

      (b)           If
any rate specified in any Bid contains more than three figures to the right of
the decimal point, the Auction Agent shall round such rate up to the next
highest one thousandth of one percent (0.001%).

       

      (c)           If
an Order or Orders covering all of the Bonds held by an Existing Owner is not
submitted to the Auction Agent prior to the Submission Deadline, the Auction
Agent shall deem a Hold Order to have been submitted on behalf of such Existing
Owner covering the principal amount of Bonds held by such Existing Owner and not
subject to Orders submitted to the Auction Agent; provided, however, that if there is a
conversion from one Auction Rate Period to another Auction Rate Period and
Orders have not been submitted to the Auction Agent prior to

       


      
        
          
            B-7

          

           


        

        
           


          
            

          

        

        
           


        

      


      the
Submission Deadline covering the aggregate principal amount of Bonds to be
converted held by such Existing Owner, the Auction Agent shall deem a Sell Order
to have been submitted on behalf of such Existing Owner covering the principal
amount of Bonds to be converted held by such Existing Owner not subject to
Orders submitted to the Auction Agent.

       

      (d)           If
one or more Orders covering in the aggregate more than the principal amount of
Outstanding Bonds held by any Existing Owner are submitted to the Auction Agent,
such Orders shall be considered valid as follows and in the following order of
priority:

       

      (i)           all
Hold Orders shall be considered valid Hold Orders, but only up to and including
in the aggregate the principal amount of Bonds held by such Existing Owner, and
if the aggregate principal amount of  Bonds subject to such Hold
Orders exceeds the aggregate principal amount of  Bonds held by such
Existing Owner, the aggregate principal amount of  Bonds subject to
each such Hold Order shall be reduced pro rata to cover the aggregate principal
amount of Outstanding  Bonds held by such Existing Owner;

       

      (ii)           (A)           any
Bid of an Existing Owner shall be considered valid as a Bid of an Existing Owner
up to and including the excess of the principal amount of Bonds held by such
Existing Owner over the aggregate principal amount of the Bonds subject to Hold
Orders referred to in paragraph (i) above;

       

      (B)           subject
to sub-clause (A) of this paragraph (ii), all Bids of an Existing Owner with the
same rate shall be aggregated and considered a single Bid of an Existing Owner
up to and including the excess of the principal amount of Bonds held by such
Existing Owner over the principal amount of Bonds held by such Existing Owner
subject to Hold Orders referred to in sub-paragraph (i) of this paragraph
(d);

       

      (C)           subject
to sub-clause (A) of this paragraph (ii), if more than one Bid with different
rates is submitted on behalf of such Existing Owner, such Bids shall be
considered valid Bids of an Existing Owner in the ascending order of their
respective rates up to the amount of the excess of the principal amount of Bonds
held by such Existing Owner over the principal amount of Bonds held by such
Existing Owner subject to Hold Orders referred to in sub-paragraph (i) of this
paragraph (d); and

       

      (D)           the
principal amount, if any, of such Bonds subject to Bids not considered to be
Bids of an Existing Owner under this paragraph (ii) shall be treated as the
subject of a Bid by a Potential Owner at the rate specified therein;
and

       

      (iii)           all
Sell Orders shall be considered valid Sell Orders, but only up to and including
a principal amount of Bonds equal to the excess of the principal amount of Bonds
held by such Existing Owner over the sum of the principal amount of the Bonds
considered to be subject to Hold Orders pursuant to sub-paragraph (i) of this
paragraph

       


      
        
          
            B-8

          

           


        

        
           


          
            

          

        

        
           


        

      


      (d) and
the principal amount of Bonds considered to be subject to Bids of such Existing
Owner pursuant to sub-paragraph (ii) of this paragraph (d).

       

      (e)           If
more than one Bid is submitted on behalf of any Potential Owner, each Bid
submitted with the same rate shall be aggregated and considered a single Bid and
each Bid submitted with a different rate shall be considered a separate Bid with
the rate and the principal amount of Bonds specified therein.

       

      (f)           Any
Bid submitted by an Existing Owner or a Potential Owner specifying a rate lower
than the All Hold Rate shall be treated as a Bid specifying the All Hold Rate,
and any such Bid shall be considered as valid and shall be selected in ascending
order of the respective rates in the Submitted Bids (as defined in Section
2.04).

       

      (g)           Neither
the Issuer, the Bond Insurer, the Company, the Trustee, the Remarketing Agent
nor the Auction Agent shall be responsible for the failure of any Broker-Dealer
to submit an Order to the Auction Agent on behalf of any Existing Owner or
Potential Owner.

       

      Section
2.04.                                Determination
of Auction Rate.

       

      (a)           Not
later than 9:30 a.m., New York City time, on each Auction Date, the Auction
Agent shall advise the Broker-Dealers and the Trustee by telephone of the All
Hold Rate, the Maximum Auction Rate and the Reference Rate.

       

      (b)           Promptly
after the Submission Deadline on each Auction Date, the Auction Agent shall
assemble all Orders submitted or deemed submitted to it by the Broker-Dealers
(each such Order as submitted or deemed submitted by a Broker-Dealer being
hereinafter referred to as a “Submitted Hold Order,” a “Submitted Bid” or a
“Submitted Sell Order,” as the case may be, and collectively as a “Submitted
Order”) and shall determine (i) the Available Bonds, (ii) whether there are
Sufficient Clearing Bids, and (iii) the Auction Rate.

       

      (c)           Promptly
after the Auction Agent has made the determinations pursuant to subsection (b)
of this Section 2.04, the Auction Agent shall advise the Trustee and the Company
by telex, facsimile or other electronic transmission of the Auction Rate for the
succeeding Auction Rate Period and the Trustee shall promptly notify DTC of such
Auction Rate.

       

      (d)           In
the event the Auction Agent fails to calculate or, for any reason, fails to
timely provide the Auction Rate for any Auction Rate Period, (i) if the
preceding Auction Rate Period was a period of 35 days or less, the new Auction
Rate Period shall be the same as the preceding Auction Rate Period and the
Auction Rate for the New Auction Rate Period shall be the same as the Auction
Rate for the preceding Auction Rate Period, and (ii) if the preceding Auction
Rate Period was a period of greater than 35 days, the preceding Auction Rate
Period shall be extended to the seventh day following the day that would have
been the last day of such Auction Rate Period had it not been extended (or if
such seventh day is not followed by a Business Day then to the succeeding day
which is followed by a Business Day) and the Auction Rate in effect for the
preceding Auction Rate Period will continue in effect for the Auction Rate
Period as so extended.  In the event an Auction Rate Period is
extended as set forth in clause (ii) of the preceding sentence, an Auction shall
be held on the last Business Day of the Auction Rate Period as so extended to
take effect for an Auction Rate Period beginning on the Business
Day

       


      
        
          
            B-9

          

           


        

        
           


          
            

          

        

        
           


        

      


      immediately
following the last day of the Auction Rate Period as extended which Auction Rate
Period will end on the date it would otherwise have ended on had the prior
Auction Rate Period not been extended.

       

      (e)           In
the event of a failed conversion from an Auction Rate Period to another Rate
Period or in the event of a failure to change the length of the current Auction
Rate Period due to the lack of Sufficient Clearing Bids at the Auction on the
Auction Date for the first new Auction Rate Period, the Auction Rate for the
next Auction Rate Period shall be the Maximum Auction Rate and the Auction Rate
Period shall be a seven-day Auction Rate Period.

       

      (f)           If
the Bonds are not rated or if the  Bonds are no longer maintained in
book-entry-only form by the Securities Depository then the Auction Rate shall be
the Maximum Auction Rate.

       

      Section
2.05.                                Allocation
of Bonds.

       

      (a)           In
the event of Sufficient Clearing Bids, subject to the further provisions of
subsections (c) and (d) below, Submitted Orders shall be accepted or rejected as
follows in the following order of priority:

       

      (i)           the
Submitted Hold Order of each Existing Owner shall be accepted, thus requiring
each such Existing Owner to continue to hold the Bonds that are the subject of
such Submitted Hold Order;

       

      (ii)           the
Submitted Sell Order of each Existing Owner shall be accepted, and the Submitted
Bid of each Existing Owner specifying any rate that is higher than the Winning
Bid Rate shall be rejected, thus requiring each such Existing Owner to sell the
Bonds that are the subject of such Submitted Sell Order or Submitted
Bid;

       

      (iii)           the
Submitted Bid of each Existing Owner specifying any rate that is lower than the
Winning Bid Rate shall be accepted, thus requiring each such Existing Owner to
continue to hold the Bonds that are the subject of such Submitted
Bid;

       

      (iv)           the
Submitted Bid of each Potential Owner specifying any rate that is lower than the
Winning Bid Rate shall be accepted, thus requiring each such Potential Owner to
purchase the Bonds that are the subject of such Submitted Bid;

       

      (v)           the
Submitted Bid of each Existing Owner specifying a rate that is equal to the
Winning Bid Rate shall be accepted, thus requiring each such Existing Owner to
continue to hold the Bonds that are the subject of such Submitted Bid, but only
up to and including the principal amount of Bonds obtained by multiplying (A)
the aggregate principal amount of Bonds outstanding which are not the subject of
Submitted Hold Orders described in sub-paragraph (i) of this paragraph (a) or of
Submitted Bids described in sub-paragraphs (iii) and (iv) of this paragraph (a)
by (B) a fraction the numerator of which shall be the principal amount of Bonds
outstanding held by such Existing Owner subject to such Submitted Bid and the
denominator of which shall be the aggregate principal amount of Bonds
outstanding subject to such Submitted Bids made by all such Existing Owners that
specified a rate equal to the Winning Bid Rate, and the

       


      
        
          
            B-10

          

           


        

        
           


          
            

          

        

        
           


        

      


      remainder,
if any, of such Submitted Bid shall be rejected, thus requiring each such
Existing Owner to sell any excess amount of Bonds;

       

      (vi)           the
Submitted Bid of each Potential Owner specifying a rate that is equal to the
Winning Bid Rate shall be accepted, thus requiring each such Potential Owner to
purchase the Bonds that are the subject of such Submitted Bid, but only in an
amount equal to the principal amount of Bonds obtained by multiplying (A) the
aggregate principal amount of Bonds outstanding which are not the subject of
Submitted Hold Orders described in sub-paragraph (i) of this paragraph (a) or of
Submitted Bids described in sub-paragraphs (iii), (iv) or (v) of this paragraph
(a) by (B) a fraction the numerator of which shall be the principal amount of
Bonds outstanding subject to such Submitted Bid and the denominator of which
shall be the sum of the aggregate principal amount of Bonds outstanding subject
to such Submitted Bids made by all such Potential Owners that specified a rate
equal to the Winning Bid Rate, and the remainder of such Submitted Bid shall be
rejected; and

       

      (vii)           the
Submitted Bid of each Potential Owner specifying any rate that is higher than
the Winning Bid Rate shall be rejected.

       

      (b)           In
the event there are not Sufficient Clearing Bids, subject to the further
provisions of subsections (c) and (d) below, Submitted Orders shall be accepted
or rejected as follows in the following order of priority:

       

      (i)           the
Submitted Hold Order of each Existing Owner shall be accepted, thus requiring
each such Existing Owner to continue to hold the Bonds that are the subject of
such Submitted Hold Order;

       

      (ii)           the
Submitted Bid of each Existing Owner specifying any rate that is not higher than
the Maximum Auction Rate shall be accepted, thus requiring each such Existing
Owner to continue to hold the Bonds that are the subject of such Submitted
Bid;

       

      (iii)           the
Submitted Bid of each Potential Owner specifying any rate that is not higher
than the Maximum Auction Rate shall be accepted, thus requiring each such
Potential Owner to purchase the Bonds that are the subject of such Submitted
Bid;

       

      (iv)           the
Submitted Sell Orders of each Existing Owner shall be accepted as Submitted Sell
Orders and the Submitted Bids of each Existing Owner specifying any rate that is
higher than the Maximum Auction Rate shall be deemed to be and shall be accepted
as Submitted Sell Orders, in both cases only up to and including the principal
amount of Bonds obtained by multiplying (A) the aggregate principal amount of
Bonds subject to Submitted Bids described in paragraph (iii) of this subsection
(b) by (B) a fraction the numerator of which shall be the principal amount of
Bonds outstanding held by such Existing Owner subject to such Submitted Sell
Order or such Submitted Bid deemed to be a Submitted Sell Order and the
denominator of which shall be the principal amount of Bonds outstanding subject
to all such Submitted Sell Orders and such Submitted Bids deemed to be Submitted
Sell Orders, and the remainder of each such Submitted Sell Order or Submitted
Bid shall be deemed to be and shall be accepted as a

       


      
        
          
            B-11

          

           


        

        
           


          
            

          

        

        
           


        

      


      Hold
Order and each such Existing Owner shall be required to continue to hold such
excess amount of Bonds; and

       

      (v)           the
Submitted Bid of each Potential Owner specifying any rate that is higher than
the Maximum Auction Rate shall be rejected.

       

      (c)           If,
as a result of the procedures described in subsection (a) or (b) of this Section
2.05, any Existing Owner or Potential Owner would be required to purchase or
sell an aggregate principal amount of Bonds which is not an Authorized
Denomination on any Auction Date, the Auction Agent shall by lot, in such manner
as it shall determine in its sole discretion, round up or down the principal
amount of Bonds to be purchased or sold by any Existing Owner or Potential Owner
on such Auction Date so that the aggregate principal amount of Bonds purchased
or sold by each Existing Owner or Potential Owner on such Auction Date shall be
an Authorized Denomination, even if such allocation results in one or more of
such Existing Owners or Potential Owners not purchasing or selling any Bonds on
such Auction Date.

       

      (d)           If,
as a result of the procedures described in subsection (a) of this Section 2.05,
any Potential Owner would be required to purchase less than an Authorized
Denomination in principal amount of  Bonds on any Auction Date, the
Auction Agent shall by lot, in such manner as it shall determine in its sole
discretion, allocate Bonds for purchase among Potential Owners so that the
principal amount of Bonds purchased on such Auction Date by any Potential Owner
shall be an Authorized Denomination, even if such allocation results in one or
more of such Potential Owners not purchasing Bonds on such Auction
Date.

       

      Section
2.06.                                Notice
of Auction Rate.

       

      (a)           On
each Auction Date, the Auction Agent shall notify by telephone or other
electronic means or in writing each Broker-Dealer that participated in the
Auction held on such Auction Date and submitted an Order on behalf of any
Existing Owner or Potential Owner of the following with respect to Bonds for
which an Auction was held on such Auction Date:

       

      (i)           the
Auction Rate determined on such Auction Date for the succeeding Auction Rate
Period;

       

      (ii)           whether
Sufficient Clearing Bids existed for the determination of the Winning Bid
Rate;

       

      (iii)           if
such Broker-Dealer submitted a Bid or a Sell Order on behalf of an Existing
Owner, whether such Bid or Sell Order was accepted or rejected, in whole or in
part, and the principal amount of Bonds, if any, to be sold by such Existing
Owner;

       

      (iv)           if
such Broker-Dealer submitted a Bid on behalf of a Potential Owner, whether such
Bid was accepted or rejected, in whole or in part, and the principal amount of
Bonds, if any, to be purchased by such Potential Owner;

       

      (v)           if
the aggregate principal amount of the Bonds to be sold by all Existing Owners on
whose behalf such Broker-Dealer submitted Bids or Sell Orders is different from
the aggregate principal amount of Bonds to be purchased by all Potential Owners
on

       


      
        
          
            B-12

          

           


        

        
           


          
            

          

        

        
           


        

      


      whose
behalf such Broker-Dealer submitted a Bid, the name or names of one or more
Broker-Dealers (and the Agent Member, if any, of each such other Broker-Dealer)
and the principal amount of Bonds to be (A) purchased from one or more Existing
Owners on whose behalf such other Broker-Dealers submitted Bids or Sell Orders
or (B) sold to one or more Potential Owners on whose behalf such Broker-Dealer
submitted Bids; and

       

      (vi)           the
immediately succeeding Auction Date.

       

      (b)           On
each Auction Date with respect to Bonds for which an Auction was held on such
Auction Date, each Broker-Dealer that submitted an Order on behalf of any
Existing Owner or Potential Owner shall:

       

      (i)           advise
each Existing Owner and Potential Owner on whose behalf such Broker-Dealer
submitted an Order as to (A) the Auction Rate determined on such Auction Date,
(B) whether any Bid or Sell Order submitted on behalf of each such Owner was
accepted or rejected and (C) the immediately succeeding Auction
Date;

       

      (ii)           instruct
each Potential Owner on whose behalf such Broker-Dealer submitted a Bid that was
accepted, in whole or in part, to instruct such Potential Owner’s Agent Member
to pay to such Broker-Dealer (or its Agent Member) through the Securities
Depository the amount necessary to purchase the principal amount of Bonds to be
purchased pursuant to such Bid (including, with respect to the Bonds in a daily
Auction Rate Period, accrued interest if the purchase date is not an Interest
Payment Date for such Bond) against receipt of such Bonds; and

       

      (iii)           instruct
each Existing Owner on whose behalf such Broker-Dealer submitted a Sell Order
that was accepted or a Bid that was rejected in whole or in part, to instruct
such Existing Owner’s Agent Member to deliver to such Broker-Dealer (or its
Agent Member) through the Securities Depository the principal amount of Bonds to
be sold pursuant to such Bid or Sell Order against payment
therefor.

       

      Section
2.07.                                Reference
Rate.

       

      (a)           The
Reference Rate on any Auction Date with respect to Bonds in any Auction Rate
Period of 35 days or less shall be the offered rate for deposits in U.S. dollars
for a one-month period which appears on the MoneyLine Telerate Page 3750 at
approximately 11:00 A.M., London time, on such date, or if such date is not a
date on which dealings in U.S. dollars are transacted in the London interbank
market, then on the preceding day on which such dealings were transacted in such
market.  The Reference Rate with respect to Bonds in any Auction Rate
Period of more than 35 days shall be the rate on the most recently auctioned
Treasury securities having a maturity which most closely approximates the length
of the Auction Rate Period, as last published in The Wall Street Journal. If
either rate is unavailable, the Reference Rate shall be an index or rate agreed
to by all Broker-Dealers and consented to by the Company.

       

      (b)           If
for any reason on any Auction Date the Reference Rate shall not be determined as
hereinabove provided in this Section, the Reference Rate shall be the Reference
Rate for the

       


      
        
          
            B-13

          

           


        

        
           


          
            

          

        

        
           


        

      


      Auction
Rate Period ending on such Auction Date.

       

      (c)           The
determination of the Reference Rate as provided herein shall be conclusive and
binding upon the Issuer, the Company, the Trustee, the Remarketing Agent, the
Broker-Dealers, the Auction Agent and the Owners of the Bonds.

       

      Section
2.08.                                Miscellaneous
Provisions Regarding Auctions.

       

      (a)           In
this Exhibit B, each reference to the purchase, sale or holding of Bonds shall
refer to beneficial interests in Bonds, unless the context clearly requires
otherwise.

       

      (b)           During
an Auction Rate Period, the provisions of the Indenture and the definitions
contained therein and described in this Exhibit B, including without limitation
the definitions of All Hold Rate, Interest Payment Date, Maximum Auction Rate,
Reference Rate, Applicable Percentage and Auction Rate, may be amended pursuant
to the Indenture by obtaining the consent of (i) the Owners of all Bonds bearing
interest at a Auction Rate, and (ii) the Bond Insurer, as
follows.  If, on the first Auction Date occurring at least 20 days
after the date on which the Trustee mailed notice of such proposed amendment to
the registered owners of the Bonds as required by the Indenture, (i) the Auction
Rate which is determined on such date is the Winning Bid Rate and (ii) there is
delivered to the Issuer, the Company and the Trustee an Opinion of Bond Counsel
to the effect that such amendment (1) is authorized and permitted under the
Act and the Indenture and (2) will not adversely affect the Tax-Exempt
status of the Bonds, the proposed amendment shall be deemed to have been
consented to by the owners of all affected Bonds.

       

      (c)           During
an Auction Rate Period, so long as the ownership of the Bonds is maintained in
book-entry form by the Securities Depository, an Existing Owner or a beneficial
owner may sell, transfer or otherwise dispose of a Bond only pursuant to a Bid
or Sell Order in accordance with the Auction Procedures or to or through a
Broker-Dealer, provided
that (i) in the case of all transfers other than pursuant to Auctions,
such Existing Owner or its Broker-Dealer or its Agent Member advises the Auction
Agent of such transfer and (ii) a sale, transfer or other disposition of Bonds
from a customer of a Broker-Dealer who is listed on the records of that
Broker-Dealer as the Existing Owner of such Bonds to that Broker-Dealer or
another customer of that Broker-Dealer shall not be deemed to be a sale,
transfer or other disposition for purposes of this Section 2.08 if such
Broker-Dealer remains the Existing Owner of the Bonds so sold, transferred or
disposed of immediately after such sale, transfer or disposition.

       

      Section
2.09.                                Changes
in Auction Rate Period or Auction Date.

       

      (a)           Changes in Auction Rate
Period.

       

      (i)           During
any Auction Rate Period, the Company, may, from time to time on any Interest
Payment Date, change the length of the Auction Rate Period with respect to all
of the Bonds in order to accommodate economic and financial factors that may
affect or be relevant to the length of the Auction Rate Period and the interest
rate borne by such Bonds.  Any such change in the Auction Rate Period
shall be deemed to be a change in Rate Period.  The Borrower shall
initiate the change in length of the Auction Rate Period by giving written
notice to the Issuer, the Trustee, the Liquidity Provider, the Bank, the Auction
Agent, the Broker-Dealer and the Securities Depository that the Auction
Rate

       


      
        
          
            B-14

          

           


        

        
           


          
            

          

        

        
           


        

      


      Period
will change if the conditions described herein are satisfied and the proposed
effective date of the change, at least 10 Business Days prior to the Auction
Date for such Auction Rate Period.

       

      (ii)           The
change in the length of the Auction Rate Period shall not be effective unless
Sufficient Clearing Bids existed at both the Auction before the date on which
the notice of the proposed change was given as provided in this subsection (a)
and the Auction immediately preceding the proposed change.

       

      (iii)           The
change in length of the Auction Rate Period shall take effect only if
(a) Sufficient Clearing Bids exist at the Auction on the Auction Date for
such first Auction Rate Period, and (b) on the proposed effective date, the
Company provides the Trustee and the Issuer with an Opinion of Bond Counsel
stating that change in the Auction Rate Period (1) is authorized and
permitted under the Act and the Indenture and (2) will not adversely affect
the Tax-Exempt status of the Bonds.  For purposes of the Auction for
such first Auction Rate Period only, each Existing Owner shall be deemed to have
submitted Sell Orders with respect to all of its Bonds except to the extent such
Existing Owner submits an Order with respect to such Bonds.  If the
conditions referred to in the first sentence of this sub-paragraph (iii) are not
met, the Trustee shall notify the Auction Agent and then the Auction Rate for
the next Auction Rate Period shall be the Maximum Auction Rate, and the Auction
Rate Period shall be a seven-day Auction Rate Period.

       

      (iv)           On
the conversion date of the Bonds selected for conversion from one Auction Rate
Period to another, any Bonds which are not the subject of a specific Hold Order
or Bid will be deemed to be subject to a Sell Order.

       

      (b)           Changes in Auction
Date.  During any Auction Rate Period, the Auction Agent, with
the written consent of the Company, may specify an earlier Auction Date (but in
no event more than five Business Days earlier) than the Auction Date that would
otherwise be determined in accordance with the definition of “Auction Date” in
order to conform with then current market practice with respect to similar
securities or to accommodate economic and financial factors that may affect or
be relevant to the day of the week constituting an Auction Date and the interest
rate borne on the Bonds.  The Auction Agent shall provide notice of
its determination to specify an earlier Auction Date for an Auction Rate Period
by means of a written notice delivered at least 45 days prior to the proposed
changed Auction Date to the Trustee, the Issuer, the Bond Insurer, the Company,
the Broker-Dealers and the Securities Depository.

       

      ARTICLE
III

       

      


       

      Auction
Agent

       

      Section
3.01.                                Auction
Agent.

       

      (a)           The
Auction Agent shall be appointed by the Company with the consent of the Bond
Insurer, to perform the functions specified herein.  The Auction Agent
shall designate its Principal Office and signify its acceptance of the duties
and obligations imposed upon it hereunder by a written instrument, delivered to
the Company, the Trustee, the Issuer and each

       


      
        
          
            B-15

          

           


        

        
           


          
            

          

        

        
           


        

      


      Broker-Dealer
which shall set forth such procedural and other matters relating to the
implementation of the Auction Procedures as shall be satisfactory to the Issuer,
the Company and the Trustee.

       

      (b)           Subject
to any applicable governmental restrictions, the Auction Agent may be or become
the owner of or trade in Bonds with the same rights as if such entity were not
the Auction Agent.

       

      Section
3.02.                                Qualifications of Auction Agent;
Resignation; Removal.  The Auction Agent shall be (a) a bank or
trust company organized under the laws of the United States or any state or
territory thereof having a combined capital stock, surplus and undivided profits
of at least $30,000,000, or (b) a member of NASD having a capitalization of at
least $30,000,000 and, in either case, authorized by law to perform all the
duties and obligations imposed upon it by this Indenture and a member of or a
participant in, the Securities Depository.  The Auction Agent may at
any time resign and be discharged of the duties and obligations created by this
Indenture by giving at least 90 days notice to the Company, the Issuer, the Bond
Insurer and the Trustee.  The Auction Agent may be removed at any time
by the Company with the consent of the Bond Insurer by written notice, delivered
to the Auction Agent, the Issuer, the Bond Insurer and the
Trustee.  Upon any such resignation or removal, the Company with the
consent of the Bond Insurer shall appoint a successor Auction Agent meeting the
requirements of this section.  In the event of the resignation or
removal of the Auction Agent, the Auction Agent shall pay over, assign and
deliver any moneys and Bonds held by it in such capacity to its
successor.  The Auction Agent shall continue to perform its duties
hereunder until its successor has been appointed by the Company.  In
the event that the Auction Agent has not been compensated for its services, the
Auction Agent may resign by giving forty-five (45) days notice to the Company,
the Issuer, the Bond Insurer and the Trustee even if a successor Auction Agent
has not been appointed.

       

      ARTICLE
IV

       

      


       

      Broker-Dealers

       

      Section
4.01.                                Broker-Dealers.

       

      One or
more Broker-Dealers shall be appointed by the Borrower to perform the functions
specified herein with respect to the Bonds on or prior to the effective date of
an adjustment of such Bonds to an Auction Rate Period.  Each
Broker-Dealer will signify its acceptance of the duties and obligations imposed
upon it hereunder by entering into a Broker-Dealer Agreement, which will set
forth such procedural and other matters relating to the performance of its
functions as will be satisfactory to the Borrower, the Issuer and the
Trustee.

       

      Section
4.02.                                Resignation;
Removal.

       

      Any
Broker-Dealer may at any time resign and be discharged of the duties and
obligations created hereunder by giving such notice to the Borrower, the Issuer,
the Auction Agent and the Trustee as may be agreed to between the Broker-Dealer
and the Borrower.  Any Broker-Dealer may be removed by the Borrower by
such notice, deliver to the Broker-Dealer, the Issuer, the Auction Agent and the
Trustee, as may be agreed to between the Broker-Dealer

       


      
        
          
            B-16

          

           


        

        
           


          
            

          

        

        
           


        

      


      and the
Borrower.  Upon any such resignation or removal, the Borrower will
appoint a successor Broker-Dealer.  In the event of the resignation or
removal of any Broker-Dealer, such Broker-Dealer will pay over, assign and
deliver any moneys and Bonds held by it in such capacity to its
successor.

       

      


      


      



      
        
          
            B-17