**Exhibit 10.17**TRUST INDENTURE     THIS TRUST INDENTURE is made and entered into as of October 1, 2006, between the MITCHELLCOUNTY DEVELOPMENT AUTHORITY (the “Issuer”), a political subdivision and a municipal corporationduly organized and validly existing under the laws of the State of Georgia, and WELLS FARGO BANK,NATIONAL ASSOCIATION, a national banking association with its designated place of business locatedin Portland, Oregon (the “Trustee”), as Trustee. (All capitalized terms used herein shall have themeanings provided in Section 1.01 hereof).W I T N E S S E T H:     WHEREAS, by virtue of the authority of the Constitution and laws of the State of Georgia, andparticularly the Act (as hereinafter defined), and pursuant to the Bond Resolution (as hereinafterdefined), the Issuer is authorized to enter into this Indenture and to do or cause to be done allthe acts and things herein provided or required to be done, and to provide the financing for theProject and to issue the Project Bonds, all as hereinafter defined and provided for; and     WHEREAS, pursuant to and in accordance with the provisions of the Act, the Issuer hasauthorized the issuance of its $29,000,000 Variable Rate Demand Solid Waste Disposal Revenue Bonds(First United Ethanol, LLC Project), Series 2006 (the “Project Bonds”), the proceeds of which areto be loaned to First United Ethanol, LLC (the “Borrower”) to assist the Borrower in financing thecosts of the acquisition, construction and equipping of certain solid waste disposal components ofan ethanol refining facility (hereinafter defined as the “Project”); and     WHEREAS, the Issuer is entering into a Loan Agreement, of even date herewith (the“Agreement”), with the Borrower, in which the Issuer has agreed to loan the proceeds of the ProjectBonds to the Borrower for the purpose of assisting the Borrower in the financing of costs of theProject, and pursuant to which the Borrower has agreed to make Loan Payments, including thepayments of principal, interest and any premium on the Note, all as hereinafter defined, in anamount sufficient to pay the principal of, premium, if any, and interest on, the Project Bonds whendue; and     WHEREAS, in furtherance of the Act the Issuer has determined that the Project Bonds should beissued, sold and delivered pursuant to the Act to provide proceeds for the financing of theProject; and     WHEREAS, the Issuer has contracted for the sale and delivery of the Project Bonds as hereinprovided; and     WHEREAS, all Bonds issued under this Indenture will be secured by a pledge and assignment ofIssuer’s rights under the Agreement (except for its rights as otherwise herein provided); and     WHEREAS, the Bonds will be further secured by the Letter of Credit issued by the Bank; and     WHEREAS, the Project Bonds and the Trustee’s certificate of authentication to be endorsedthereon are to be in substantially the form attached hereto as Exhibit A with appropriatevariations, omissions and insertions as permitted or required by this Indenture; and     WHEREAS all things necessary to make the Project Bonds, when authenticated by the Trustee andissued as in this Indenture provided, the valid, binding and legal obligations of the Issueraccording to the import thereof, and to constitute this Indenture a valid assignment and pledge ofthe amounts assigned and pledged to the payment of the principal of, premium, if any, and intereston, the Project Bonds and a valid assignment of certain rights of the Issuer under the Agreementhave been done and performed, and
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the creation, execution and delivery of this Indenture, and the creation, execution and issuance ofthe Project Bonds, subject to the terms hereof, have in all respects been duly authorized;GRANTING CLAUSESNOW, THEREFORE, THIS INDENTURE OF TRUST WITNESSETH;     That the Issuer in consideration of the premises and the acceptance by the Trustee of thetrusts hereby created and of the purchase and acceptance of the Project Bonds by the ownersthereof, and of the issuance of the Letter of Credit by the Bank, and of the sum of one dollar,lawful money of the United States of America, to it duly paid by the Trustee at or before theexecution and delivery of these presents, and for other good and valuable considerations, thereceipt of which is hereby acknowledged, in order to secure the payment of the principal of,premium, if any, and interest on, the Project Bonds according to their tenor and effect and tosecure the performance and observance by the Issuer of all the covenants expressed or impliedherein and in the Project Bonds, and the performance of the Borrower of all obligations to theBonds under the Reimbursement Agreement (hereinafter defined), does hereby grant, bargain, sell,convey, assign and pledge, and grant a security interest in, to Wells Fargo Bank, NationalAssociation, as Trustee, and its successors in trust and assigns forever, to the extent provided inthis Indenture:GRANTING CLAUSE FIRST     All of the rights and interest of the Issuer in and to the Agreement, except for theUnassigned Issuer’s Rights and any payments made by the Borrower to meet the rebate requirements ofSection 148(f) of the Code (as defined herein).GRANTING CLAUSE SECOND     All moneys and securities from time to time held by the Trustee under the terms of thisIndenture and any and all other real or personal property of every name and nature from time totime hereafter by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned ortransferred, as and for additional security hereunder by the Issuer or by anyone in its behalf, orwith its written consent to the Trustee which is hereby authorized to receive any and all suchproperty at any and all times and to hold and apply the same subject to the terms hereof.     TO HAVE AND TO HOLD all and singular the Trust Estate, whether now owned or hereafteracquired, unto the Trustee and its respective successors in said trust and assigns forever;     IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal andproportionate benefit, security and protection of all present and future owners of the ProjectBonds from time to time issued under and secured by this Indenture without privilege, priority ordistinction as to the lien or otherwise of any of the Project Bonds over any of the other ProjectBonds (except as herein otherwise expressly provided) and for the benefit of the Bank;     PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, orcause to be paid, the principal of, and premium, if any, and interest on, the Project Bonds due orto become due, at the times and in the manner mentioned in the Project Bonds according to the trueintent and meaning thereof, and shall cause the payments to be made on the Project Bonds asrequired under Article IV hereof, or shall provide, as permitted hereby, for the payment thereof bydepositing with the Trustee the entire amount due or to become due thereon (or GovernmentalObligations sufficient for that purpose as provided in Article VIII hereof), and shall pay or causeto be paid to the Trustee all sums of
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money due or to become due to it in accordance with the terms and provisions hereof, then upon thefinal payment thereof or provision therefor this Indenture and the rights hereby granted shallcease, determine and be void and the Trustee shall hereupon, assign, transfer, and turn over theTrust Estate to the Bank, provided, that if the Trustee shall have received written evidence fromthe Bank that all obligations of the Borrower under the Reimbursement Agreement have been satisfiedand that the Reimbursement Agreement has been terminated, or if no Letter of Credit shall then bein existence, then the Trust Estate shall be assigned, transferred and turned over to the Borrower,and the Trustee shall execute and deliver to the Issuer, the Bank, and the Borrower suchinstruments in writing as shall be requisite to evidence such transfer of the Trust Estate;otherwise this Indenture shall be and remain in full force and effect according to its terms. Uponthe Trustee’s assignment, transfer and turning over to the Bank or the Borrower, as appropriate, ofthe Trust Estate, pursuant to Article VIII hereof, the Trustee shall have no further duties,responsibilities or obligations under and pursuant to this Indenture.     THIS INDENTURE OF TRUST FURTHER WITNESSETH, and it is expressly declared that, all Bondsissued and secured hereunder are to be issued, authenticated and delivered and all property, rightsand interest, including, without limitation, the amounts hereby assigned and pledged, are to bedealt 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 hasagreed and covenanted, and does hereby agree and covenant with the Trustee and with the respectiveowners of the Bonds as follows (subject, however, to the provisions of Section 2.03 hereof):**ARTICLE I****DEFINITIONS**     Section 1.01 Definitions. The terms defined in this Article I shall have meaningsprovided herein for all purposes of this Indenture, unless the context clearly requires otherwise.     “Accrual Period” means, prior to the Conversion Date, the one-week period commencing on aThursday and ending on the Wednesday immediately succeeding such Thursday.     “Act” means House Resolution No. 379-774, an amendment to the Georgia Constitution, enacted bythe 1962 Session of the Georgia Legislature, creating and empowering the Mitchell CountyDevelopment Authority.     “Additional Bonds” means Bonds issued pursuant to Section 2.11 of this Indenture.     “Agreement” means the Loan Agreement, between the Issuer and the Borrower, dated as of October1, 2006, and any amendments and supplements thereto.     “Alternate Confirming Letter of Credit” means a confirming letter of credit delivered to theTrustee pursuant to Section 2.12 of the Agreement to replace the Confirming Letter of Credit thenin effect.     “Alternate Letter of Credit” means a Letter of Credit delivered to the Trustee pursuant toSection 2.12 of the Agreement to replace the Letter of Credit then in effect.     “Auditor” means the Auditor of the Issuer.     “Authenticating Agent” means the Trustee.
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     “Authorized Borrower Representative” means any person reasonably acceptable to the Trustee andthe Bank and from time to time designated to act on behalf of the Borrower by written certificatefurnished to the Issuer, the Bank and the Trustee, containing the specimen signature of such personand signed on behalf of the Borrower by an officer of the Borrower. Such certificate may designatean alternate or alternates who shall have the same authority, duties and powers as such AuthorizedRepresentative.     “Authorized Denominations” means, while the Bonds bear interest at the Variable Rate, $100,000and any integral multiple of $5,000 in excess thereof, and, while the Bonds bear interest at theFixed Interest Rate, $5,000 and any integral multiple thereof.     “Authorized Issuer Representative” means the person from time to time designated to act onbehalf of the Issuer by written certificate furnished to the Borrower, the Bank and the Trustee,containing the specimen signature of such person and signed on behalf of the Issuer by itsPresident or Vice President. Such certificate may designate an alternate or alternates who shallhave the same authority, duties and powers as the Authorized Issuer Representative.     “Available Moneys” means (i) proceeds from the sale by the Issuer of the Bonds and proceedsfrom the resale by the Remarketing Agent of Bonds delivered for purchase pursuant to Section 3.02or 3.03 hereof and not remarketed to the Borrower or the Issuer, in each case that have not beencommingled with other funds that do not constitute Available Moneys, and proceeds from theinvestment thereof, (ii) moneys that have been on deposit with the Trustee and with respect towhich at the time of deposit therewith and for a period of at least 124 days thereafter no petitionby or against the Borrower or the Issuer, any Insider of the Borrower or the Issuer, or anyguarantor of the Bonds under any bankruptcy act or under any similar act which may be hereafterenacted shall have been filed, unless such petition shall have been dismissed and such dismissalshall be final and not subject to appeal, and that have not been commingled with other funds thatdo not constitute Available Moneys, and proceeds from the investment thereof, provided,however, before using such moneys, the Trustee shall require and shall have received acertificate from the Authorized Borrower Representative that no Event of Bankruptcy shall haveoccurred as of the date of such certificate and for a period of at least 124 days prior to the dateof such certificate, (iii) moneys that have been paid to the Trustee pursuant to the Letter ofCredit and that have been held in the Letter of Credit Account and not commingled with other fundsthat do not constitute Available Moneys, and proceeds from the investment thereof, (iv) moneys thathave been paid to the Trustee pursuant to any Confirming Letter of Credit and that have been heldin the Letter of Credit Account and not commingled with other funds that do not constituteAvailable Moneys, and proceeds from the investment thereof, and (v) moneys made available to theTrustee pursuant to a line of credit or other credit facility in the event the Borrower delivers tothe Trustee an opinion of nationally recognized bankruptcy counsel, to the effect that payments inrespect of the Bonds under such credit facility will not constitute a voidable preference in theevent of an Event of Bankruptcy with respect to the Issuer or the Borrower and provided that in theevent the Bonds are rated by Moody’s or S&P, such agency shall have confirmed that the use of suchfunds shall not adversely affect any rating then in effect on the Bonds.     “Bank” means a commercial bank, farm credit bank or agriculture credit association, initiallySouthwest Georgia Farm Credit, ACA, as the issuer of the Letter of Credit, or, in the event ofissuance of an Alternate Letter of Credit, the commercial bank, farm credit bank or agriculturecredit association which issues such Alternate Letter of Credit. “Principal Office of the Bank”means the office designated as such by the Bank in writing to the Trustee, the Paying Agent, theBorrower and the Remarketing Agent.
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     “Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978, as amended from timeto time, or any substitute or replacement legislation.     “Bond Counsel” means any firm of bond counsel familiar with the transactions contemplatedunder this Indenture and acceptable to the Trustee and the Bank.     “Bond Fund” means the Bond Fund established pursuant to Section 6.02 of this Indenture.     “Bondholder” or “holder” or “owner” or “Owner” means the registered owner of any Bond.     “Bond Payment Date” means any Interest Payment Date and any other date on which the principalof, premium, if any, and interest on the Bonds is to be paid to the Owners thereof, whether uponredemption, at maturity or upon acceleration of maturity of the Bonds.     “Bond Purchase Agreement” means the Bond Purchase Agreement by and among the Issuer, theBorrower and the Underwriter in connection with the Project Bonds.     “Bond Resolution” means (a) when used with reference to the Project Bonds, the ordinanceproviding for their issuance and approving the Agreement, this Indenture and related matters; (b)when used with reference to an issue of Additional Bonds, the resolution providing for the issuanceof the Bonds, to the extent applicable, and the resolution providing for the issuance of theAdditional Bonds and approving any amendment to the Agreement, any Supplemental Indenture andrelated matters; and (c) when used with reference to Bonds when Additional Bonds are outstanding,the resolution providing for the issuance of the Bonds, to the extent applicable, and theresolution providing for the issuance of the then outstanding and the then to be issued AdditionalBonds; in each case as amended or supplemented from time to time.     “Bonds” means the Project Bonds and any Additional Bonds issued and to be issued pursuant tothis Indenture.     “Borrower” means First United Ethanol, LLC, a Georgia limited liability company, and itssuccessors and assigns.     “Business Day” means any day, other than a Saturday or Sunday, on which banks in the City ofPortland, Oregon, or such other city in which the designated corporate trust office of the Trusteeis located are not required or authorized to close and on which the Bank is open for business.     “Completion Date” has the meaning ascribed to such term in the Agreement.     “Confirmation Agreement” means, with respect to the Confirming Letter of Credit, theConfirmation Agreement dated as of November 1, 2006 between the Bank and the Confirming Bank,together with all amendments and supplements thereto, and, with respect to any Alternate ConfirmingLetter of Credit, the agreement pursuant to which the Confirming Bank agrees to issue suchAlternate Confirming Letter of Credit.     “Confirming Bank” means a commercial bank, initially Wachovia Bank, National Association, asthe issuer of the Confirming Letter of Credit, or, in the event of issuance of an AlternateConfirming Letter of Credit, the commercial bank which issues such Alternate Confirming Letter ofCredit. “Principal Office of the Confirming Bank” means the office designated as such by theConfirming Bank in writing to the Bank, the Trustee, the Paying Agent, the Borrower and theRemarketing Agent.
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     “Confirming Letter of Credit” means an irrevocable confirmation of the Letter of Credit issuedby the Confirming Bank under the terms of which the Trustee will be entitled to draw, upon thedishonor by the Bank of any request for payment under the Letter of Credit, an amount sufficient topay (a) principal of the Project Bonds when due or the portion of the purchase price of ProjectBonds corresponding to the principal amount thereof, and (b) interest on the Project Bonds or theportion of the purchase price of Project Bonds corresponding to accrued interest thereon. In theevent of delivery of an Alternate Confirming Letter of Credit in substitution for Confirming Letterof Credit A pursuant to Section 2.12 of the Agreement, “Confirming Letter of Credit” shall includereference to such Alternate Confirming Letter of Credit.     “Conversion Date” means the date on which the interest on the Bonds converts from the VariableRate to the Fixed Interest Rate.     “Designated Corporate Trust Office” of the Trustee means the corporate trust office of theTrustee designated in writing by notice to the Issuer and the Borrower given as provided in Section14.04 hereof, and initially shall be the address provided in Section 14.04 hereof.     “Event of Bankruptcy” means the filing of a petition in bankruptcy (or the other commencementof a bankruptcy or similar proceeding) by or against the Borrower, the Issuer or any Insider of theBorrower or the Issuer, or any guarantor of the Bonds under any applicable bankruptcy, insolvency,reorganization or similar law, now or hereinafter in effect.     “Event of Default” means any occurrence or event specified in and defined by Section 9.01hereof.     “Event of Taxability” shall mean, with respect to the Project Bonds, the occurrence ofcircumstances which shall give rise to such a proceeding as is described in Section 3.07.A.(2) ofthis Indenture by the Internal Revenue Service or a court of competent jurisdiction, and, as to anyAdditional Bonds, any Event of Taxability defined in the applicable Bond Resolution or SupplementalIndenture.     “Executive” means the Acting Chairman of the Board of the Mitchell County DevelopmentAuthority, Mitchell County, Georgia.     “Fixed Interest Rate” means a fixed per annum interest rate to be borne by the Bonds pursuantto Section 4.01 hereof.     “Governmental Obligations” means noncallable direct general obligations of, or obligations thefull and timely payment of the principal and interest of which are unconditionally guaranteed by,the United States of America.     “Immediate Notice” means notice by telephone, telex or telecopier to such address as theaddressee shall have directed in writing, promptly followed by written notice by first class mailpostage prepaid.     “Indenture” means the Trust Indenture between the Issuer and the Trustee relating to theissuance of the Project Bonds, dated October 1, 2006, as amended or supplemented from time to time.     “Insider” means an “insider” as defined in the Bankruptcy Code.     “Interest Payment Date” means, as to the Project Bonds, (i) prior to conversion to a FixedInterest Rate, the first Thursday of January, 2007, and the first Thursday of each third monththereafter; (ii) the
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date of conversion to a Fixed Interest Rate; (iii) after conversion to a Fixed Interest Rate, eachApril 1 and October 1, and (iv) the Maturity Date (as hereinafter defined) and, as to AdditionalBonds, the date or dates identified as such in the Bond Resolution authorizing such AdditionalBonds.     “Interest Period” means, initially, the period from and including the date of initial deliveryof the Project Bonds to and including January 3, 2007 and thereafter, the period from and includingan Interest Payment Date to and including the day next preceding the next succeeding InterestPayment Date.     “Issuer” means Mitchell County Development Authority, a public body corporate and politic andan instrumentality of Mitchell County, Georgia, created under the Constitution and laws of theState.     “Letter of Credit” means an irrevocable letter of credit issued by the Bank, or, upon thedishonor by the Bank of any request for payment under the Letter of Credit or upon the repudiationof the Letter of Credit, a Confirming Letter of Credit, under the terms of which the Trustee willbe entitled to draw an amount sufficient to pay (a) principal of the Project Bonds when due or theportion of the purchase price of Project Bonds corresponding to the principal amount thereof, and(b) interest on the Project Bonds or the portion of the purchase price of Project Bondscorresponding to accrued interest thereon. In the event of delivery of an Alternate Letter ofCredit pursuant to Section 2.12 of the Agreement, “Letter of Credit” shall include reference tosuch Alternate Letter of Credit. For any letter of credit issued by any Additional Bonds, “Letterof Credit” shall mean such letter of credit.     “Letter of Credit Termination Date” or “Expiration of the term of the Letter of Credit” meansthe expiration of the Letter of Credit or any Confirming Letter of Credit in effect with respect tothe Project Bonds without provision being made in accordance with Section 2.12 of the Agreement andSection 6.08 of this Indenture for the delivery of an Alternate Letter of Credit or an AlternateConfirming Letter of Credit, as the case may be.     “Loan” means the loan by the Issuer to the Borrower of the proceeds from the sale of theProject Bonds to the Original Purchaser as the same may hereafter be increased from the proceedsfrom the sale of Additional Bonds.     “Loan Payments” means the amounts required to be paid and/or prepaid by the provisions ofSection 2.1 of the Agreement, as the same may hereafter be amended or supplemented.     “Mail” means mail by first-class postage to owners of the Bonds.     “Mandatory Tender Date” means (i) the last Interest Payment Date prior to the date on whichthe Letter of Credit or any Confirming Letter of Credit is to be released (in connection with thesubstitution of the Letter of Credit or any Confirming Letter of Credit, as the case may be, thenin effect), and (ii) the Conversion Date.     “Maturity Date” means October 1, 2026.     “Maximum Interest Rate” means ten percent (10%) per annum prior to the Conversion Date and,upon and after the Conversion Date, the Fixed Interest Rate.     “Moody’s” means Moody’s Investors Service, Inc., a corporation organized and existing underthe laws of the State of Delaware, its successors and their assigns, and, if such corporation shallfor any reason no longer perform the functions of a securities rating agency, “Moody’s” shall bedeemed to refer to any other nationally-recognized rating agency designated by the Issuer with theapproval of the Borrower and the Bank.
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     “Mortgage” means the Deed to Secure Debt from the Borrower to the Bank with respect to theProject, dated as of November ___, 2006, as the same may be duly amended, modified or supplementedin accordance with the provisions thereof.     “Note” or “Notes” means the promissory note dated the date of the Project Bonds constitutingthe promise of the Borrower to repay the Loan to the Issuer, which Note shall be in substantiallythe form attached to the Agreement as Exhibit A, and any additional promissory note or notesexecuted and delivered with respect to Additional Bonds.     “Original Purchaser” means, as to the Project Bonds, W.R. Taylor & Company, LLC, and, as toany Additional Bonds, the person or persons identified as such in the Bond Resolution providing forthe issuance of such Additional Bonds.     “Outstanding Bonds” or “Bonds outstanding” or “Outstanding” means all Bonds which have beenauthenticated and delivered by the Trustee under this Indenture, except:     (a) Bonds cancelled after purchase or because of payment at or redemption prior tomaturity;     (b) Bonds or portions thereof (in Authorized Denominations) for the payment orredemption of which cash funds or Governmental Obligations shall have been theretoforedeposited with the Trustee in accordance with Article VIII hereof (whether upon or prior tothe maturity or redemption date of any such Bonds or portions thereof); provided that, ifsuch Bonds or portions thereof are to be redeemed prior to the maturity thereof, notice ofsuch redemption shall have been given or arrangements satisfactory to the Trustee shall havebeen made therefor, or waiver of such notice satisfactory in form to the Trustee shall havebeen filed with the Trustee; and     (c) Bonds in lieu of which others have been authenticated under Section 2.07 of thisIndenture.If this Indenture shall have been discharged pursuant to the provisions of Article VIII hereof, noBonds shall be deemed to be outstanding within the meaning of this provision.     “Paying Agent” means the Trustee.     “Permitted Investments” means the same as that term is defined in the Agreement.     “Project Bonds” means the $29,000,000 Mitchell County Development Authority Variable RateDemand Solid Waste Disposal Revenue Bonds (First United Ethanol, LLC Project), Series 2006.     “Project Costs” means those costs permitted to be paid from the Project Fund pursuant toSection 4.2 of the Agreement.     “Project Fund” means the Project Fund established in Section 6.06 of this Indenture.     “Purchase Date”, when used with respect to any Bond, means the date upon which the PayingAgent is obligated to purchase such Bond pursuant to Section 3.01 of this Indenture.
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     “Purchase Price” of any Bond required to be purchased by the Paying Agent pursuant to Section3.01 of this Indenture means an amount equal to the principal amount of such Bond plus interestaccrued, if any, at the Variable Rate from the most recent Interest Payment Date to the PurchaseDate.     “Rebate Fund” means the Rebate Fund established in Section 6.16 of this Indenture.     “Record Date” means prior to conversion to the Fixed Interest Rate, one (1) day preceding anyInterest Payment Date, and after any such conversion, the fifteenth (15th) day of the monthpreceding any Interest Payment Date.     “Redemption Year” means each twelve month period following October 1 of any year.     “Registered Owner” shall mean the person or persons in whose name or names a Bond shall beregistered on books of the Issuer kept by the Trustee for that purpose in accordance with the termsof this Indenture.     “Registrar” means the Trustee.     “Reimbursement Account” means the Reimbursement Account or Accounts in the Bond Fund createdpursuant to Section 6.02 of this Indenture.     “Reimbursement Agreement” means, with respect to the initial Letter of Credit, theReimbursement Agreement dated as of November ___, 2006, between the Bank and the Borrower,together with all amendments or supplements thereto, and, with respect to any Alternate Letter ofCredit, the agreement pursuant to which the Bank agrees to issue such Alternate Letter of Credit.     “Remarketing Agent” means the remarketing agent appointed in accordance with Section 10.11 ofthis Indenture, initially W.R. Taylor & Company, LLC. “Principal Office of the Remarketing Agent”means the office designated in writing by the Remarketing Agent to the Trustee, the Paying Agent,the Bank, the Issuer and the Borrower.     “Remarketing Agreement” means the Remarketing Agreement between the Borrower and theRemarketing Agent, dated as of October 1, 2006.     “Representation Letter” means any agreement (as from time to time supplemented or amended)among the Issuer and/or the Trustee and any securities depository under which the Bonds are held ina book-entry only system as described in Section 2.10 of this Indenture.     “Revenues” means (a) the Loan Payments, including the payments of principal of and interestand any premium on the Note, (b) except as otherwise provided in this Indenture with respect to theTrustee holding moneys for the benefit of the holders of particular Bonds, all other moneysreceived by the Issuer or the Trustee for the account of the Issuer, including condemnation awards,insurance proceeds, and other payments pursuant to this Agreement or in respect to the Loan, (c)the proceeds of the Bonds and any moneys deposited in the Project Fund and the Bond Fund fromwhatever source including any draws under the Letter of Credit, and (d) the income and profit fromthe investment of the Loan Payments and such moneys deposited in the Project Fund and the BondFund. Moneys in the Rebate Fund (as defined in the Tax Agreement) shall not constituteRevenues.     “S&P” means Standard & Poor’s Ratings Group, a division of the McGraw-Hill Companies, itssuccessors and their assigns, and, if such company shall for any reason no longer perform thefunctions of
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a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognizedsecurities rating agency designated by the Issuer with the approval of the Borrower and the Bank.     “Special Record Date” means a day that is the tenth (10th) day next preceding the date ofmailing of notice of redemption of Bonds or, if such day is not a Business Day, the next precedingBusiness Day.     “State” means the State of Georgia.     “Tax Agreement” means the Tax Regulatory Agreement, dated as of the date of authentication anddelivery of the Bonds, among the Issuer, the Trustee and the Borrower.     “Tax-Exempt Obligations” means bonds the interest on which is not subject to Federal incometax.     “Tender Agent” means the Trustee.     “Termination Date” means October 1, 2026, subject to earlier termination as provided in theAgreement.     “Trust Estate” means the property conveyed to the Trustee pursuant to the Granting Clauses ofthis Indenture.     “Trustee” means Wells Fargo Bank, National Association, a national banking association, andits successors and any corporation resulting from or surviving any consolidation or merger to whichit or its successors may be a party and any successor trustee and/or co-trustee at the time servingas such under this Indenture.     “Underwriter” means W.R. Taylor & Company, LLC.     “Unassigned Issuer’s Rights” means the same as that term is defined in the Agreement.     “Variable Rate” means a per annum rate of interest established by the Remarketing Agent fromtime to time pursuant to Section 2.01 hereof.     “Variable Rate Period” means the period of time beginning on the date of initialauthentication and delivery of the Bonds during which the Bonds bear interest at a Variable Rate.     Unless the context shall otherwise indicate, words importing the singular number shall includethe plural number, and vice versa, and the terms “hereof,” “hereby,” “hereto,” “hereunder,” andsimilar terms, mean this Indenture.     Section 1.02 Interpretation. Any reference herein to the Issuer, or to any member orofficer of either includes entities or officials succeeding to their respective functions, dutiesor responsibilities pursuant to or by operation of law or who are lawfully performing theirfunctions.     Any reference to a section or provision of the Constitution of the State or the Act, or to anystatute of the United States of America, includes that section, provision or chapter as amended,modified, revised, supplemented or superseded from time to time; provided, that no amendment,modification, revision, supplement or superseding section, provision or chapter shall be applicablesolely by reason of this paragraph, if it constitutes in any way an impairment of the rights orobligations of the Issuer, the Holders, the Trustee, the Registrar, the Paying Agent, the TenderAgent, the Bank, the Remarketing
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Agent or the Borrower under this Indenture, the Agreement or the Reimbursement Agreement, or underany other instrument or document entered into in connection with any of the foregoing, includingwithout limitation, any alteration of the obligation to pay principal of, and premium, if any, andinterest on the Bonds in the amount and manner, at the times, and from the sources provided in theBond Resolution and this Indenture, except as permitted herein.     Unless the context indicates otherwise, words importing the singular number include the pluralnumber, and vice versa. The terms “hereof”, “hereby”, “herein”, “hereto”, “hereunder”,“hereinafter” and similar terms refer to this Indenture; and the term “hereafter” means after, andthe term “heretofore” means before, the date of this Indenture. Words of any gender include thecorrelative words of the other genders, unless the sense indicates otherwise.     Section 1.03. Captions and Headings. The captions and headings in this Indenture aresolely for convenience of reference and in no way define, limit or describe the scope or intent ofany Articles, Sections, subsections, paragraphs, subparagraphs or clauses hereof.**ARTICLE II****THE BONDS**     Section 2.01. Authority for and Issuance of Project Bonds. There is hereby authorizedunder this Indenture an issue of bonds limited in aggregate principal amount to $29,000,000 anddesignated “$29,000,000 Mitchell County Development Authority Variable Rate Demand Solid WasteDisposal Revenue Bonds (First United Ethanol, LLC Project), Series 2006”. No Project Bonds may beissued under the provisions of this Indenture except in accordance with this Article. The totalprincipal amount of Project Bonds that may be issued and Outstanding hereunder is hereby expresslylimited to $29,000,000 except as provided in Section 2.07 hereof.     The Project Bonds shall be issuable only as fully registered Project Bonds in AuthorizedDenominations, in the form as provided in Exhibit A hereto. The Project Bonds shall be lettered“R” and shall be numbered separately from 1 consecutively upward. The Project Bonds shallinitially be dated as of the date of initial delivery of the Project Bonds, and thereafter shall bedated as of the Interest Payment Date next preceding the date of their authentication, unlessauthenticated on an Interest Payment Date in which case they shall be dated on the date of theirauthentication; provided, however, that if at the time of authentication of any Bond interestthereon is in default, such Bond shall be dated as of the date to which interest has been paid.The Project Bonds shall mature on October 1, 2026 and shall be subject to redemption and purchaseas provided in Article III hereof.     During the period from their date of delivery until conversion to the Fixed Interest Rateoccurs, the Project Bonds shall bear interest at a Variable Rate per annum, payable on eachInterest Payment Date commencing January 4, 2007, or, if such day is not a Business Day, on thenext succeeding Business Day. The Variable Rate shall be the lesser of (i) the Maximum InterestRate or (ii) a fluctuating per annum rate equal to the per annum rate for the for the one-weekperiod commencing on a Thursday and ending on the Wednesday succeeding such Thursday (the “AccrualPeriod”) determined by the Remarketing Agent (herein defined) by 9:00 a.m., Portland, Oregon time,on the Wednesday preceding the day on which the
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Accrual Period commences or, if such day of determination is not a Business Day (herein defined)for the Remarketing Agent, on the first succeeding day which is a Business Day (the “DeterminationDate”), to be equal to (but not more than) the rate required to be borne by the Bonds for suchAccrual Period to produce a bid for the purchase of all the Bonds on such Determination Date at aprice equal to the principal amount thereof plus accrued interest, if any, thereon from the mostrecent Interest Payment Date. If for any reason the Variable Rate is not determined as set forthabove on any Determination Date, the interest rate announced on the preceding Determination Dateshall continue in effect. If for any reason the Variable Rate is not so determined for a secondsucceeding week or thereafter, the Variable Rate shall thereafter be determined by the Trustee andshall be a percentage per annum (not to exceed the Maximum Interest Rate) equal to twenty-fivebasis points in excess of the then current municipal swap index as quoted by the Bond MarketAssociation.     During the Variable Rate Period, the Borrower may provide for the conversion of the intereston all of the Project Bonds to a Fixed Interest Rate as provided in Section 4.01 hereof.     During the Variable Rate Period, each Bond is required to be purchased on demand made by theOwner thereof upon the terms and conditions, including presentment of such Bond at the office ofthe Tender Agent, as specified in Section 3.02 hereof and the Notice of Demand Privilege as setforth in Exhibit A attached hereto.     After conversion to a Fixed Interest Rate, the Project Bonds shall bear interest payablesemi-annually on each Interest Payment Date, with such interest being initially paid on the firstApril 1 or October 1 after conversion to a Fixed Interest Rate, computed on the basis of a 360-dayyear of twelve 30-day months.     Each Bond is subject to mandatory tender to the Tender Agent as specified in Section 3.01B,3.03 and the Notice of Demand Privilege appearing in Exhibit A attached hereto in the City ofPortland, Oregon, for purchase at a price equal to the principal amount thereof plus interestaccrued thereon from the most recent Interest Payment Date therefor to the date of purchasespecified below, unless sooner purchased on such terms pursuant to remarketing in accordance withthe Remarketing Agreement, (1) on the Conversion Date when converted to a different Interest RateMode, and (2) on the last Interest Payment Date prior to the release of either the Letter of Creditor any Confirming Letter of Credit (in connection with a substitution of the Letter of Credit orany Confirming Letter of Credit, as the case may be, then in effect)..     The principal of the Project Bonds shall be payable in lawful money of the United States ofAmerica at the Principal Office of the Paying Agent or its successor upon presentation of theProject Bonds. Payment of interest on the Project Bonds shall be made in lawful money of theUnited States of America to the Owner thereof by check or draft mailed to the Owner by the PayingAgent at his address as it appears on the registration books maintained by or on behalf of theIssuer on the Record Date, or at such other address as is furnished to the Paying Agent in writingby such Owner. Payment of interest on the Project Bonds may, at the option of any Owner of ProjectBonds in an aggregate principal amount of at least $1,000,000, be transmitted by wire transfer tosuch Owner to the bank account number on file with the Registrar as of the Record Date or, whenapplicable, the Special Record Date.     Section 2.02. Interest on Bonds.
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     The Bonds shall bear interest from and including the date thereof until payment of theprincipal or redemption price thereof shall have been made or provided for in accordance with theprovisions hereof, whether at maturity, upon redemption or otherwise. Interest accrued on theBonds from the date of authentication to and including January 3, 2007 shall be paid on the firstThursday of January, 2007 at the Variable Rate. Thereafter until the Conversion Date, interestaccrued on the Bonds during each Interest Period (calculated and determined for each AccrualPeriod) shall be paid on each Interest Payment Date and (except as otherwise provided in Section4.06 hereof following conversion to a Fixed Interest Rate) computed on the basis of a year of 365or 366 days, as appropriate, for the actual number of days elapsed. In no event shall the VariableRate exceed the Maximum Interest Rate.     Section 2.03. Execution. The Bonds shall be executed on behalf of the Issuer by themanual or facsimile signature of the Executive, attested by the manual or facsimile signature ofthe Secretary, and the Issuer’s corporate seal may be affixed, imprinted or reproduced thereon.All authorized facsimile signatures shall have the same force and effect as if manually signed. Incase any official whose signature or a facsimile of whose signature shall appear on the Bonds shallcease to be such official before the delivery of such Bonds, such signature or such facsimile shallnevertheless be valid and sufficient for all purposes, the same as if such official had remained inoffice until delivery.     No covenant, provision or agreement of the Issuer herein or in the Bonds or in any otherdocument executed by the Issuer in connection with the issuance, sale and delivery of the Bonds, orany obligation herein or therein imposed upon the Issuer or breach thereof, shall give rise to apecuniary liability of the Issuer, its members, officers, employees or agents or a charge againstthe Issuer’s general credit or general fund or shall obligate the Issuer, its members, officers,employees or agents financially in any way except with respect to this Indenture and theapplication of revenues therefrom and the proceeds of the Bonds. No failure of the Issuer tocomply with any term, condition, covenant or agreement therein shall subject the Issuer, itsmembers, officers, employees or agents to liability for any claim for damages, costs or otherfinancial or pecuniary charges except to the extent that the same can be paid or recovered fromthis Indenture or revenues therefrom or proceeds of the Bonds. No execution on any claim, demand,cause of action or judgment shall be levied upon or collected form the general credit or generalfund of the Issuer. In making the agreements, provisions and covenants set forth herein, theIssuer has not obligated itself except with respect to this Indenture and the application ofrevenues hereunder as hereinabove provided. The Bonds constitute special limited obligations ofthe Issuer, payable solely from the revenues pledged to the payment thereof pursuant to thisIndenture and the Agreement, and do not now and shall never constitute an indebtedness or a loan ofthe credit of the Issuer, the State of Georgia or any political subdivision thereof or a chargeagainst general taxing powers within the meaning of any constitutional or statutory provisionwhatsoever. It is further understood and agreed by the Borrower and the Holders that the Issuer,its members, officers, employees, or agents shall incur no pecuniary liability hereunder and shallnot be liable for any expenses related hereto, all of which the Borrower agrees to pay. If,notwithstanding the provisions of this Section, the Issuer, its members, officers, employees oragents incur any expense, or suffer any losses, claims or damages or incur any liabilities, theBorrower will indemnify and hold harmless the Issuer, its members, officers, employees or agentsfrom the same and will reimburse the Issuer, its members, officers, employees or agents in relationthereto, and this covenant to indemnify, hold harmless and reimburse the Issuer, its members,officers, employees or agents survives delivery of and payment for the Bonds.     Section 2.04. Authentication. No Bond shall be valid or obligatory for any purposeor entitled to any security or benefit under this Indenture unless and until a certificate ofauthentication on such Bond substantially in the form set forth on Exhibit A hereto shall have beenduly executed by the Trustee, and such executed certificate of the Trustee by a duly authorizedsignatory upon any such Bond shall be conclusive evidence that such Bond has been authenticated anddelivered under this Indenture. The Trustee’s certificate of authentication on any Bond shall bedeemed to have been executed by it if
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manually signed by an authorized signatory of the Trustee, but it shall not be necessary that thesame signatory sign the certificate of authentication on all of the Bonds issued hereunder. TheTrustee shall insert the date of authentication of each Bond in the place provided for such purposein the form of certificate of authentication of the Trustee to appear on each Bond.     Section 2.05. Form of Bonds. The Bonds issued under this Indenture shall besubstantially in the form set forth on Exhibit A hereto with, in the case of Additional Bonds, suchomissions, insertions and variations as may be authorized or permitted by the Bond Resolutionauthorizing, or supplemental indenture entered into in connection with, such Additional Bonds, allconsistent with this Indenture.     Section 2.06. Delivery of Project Bonds. Upon the execution and delivery of thisIndenture, the Issuer shall execute and deliver to the Trustee and the Trustee shall authenticatethe Project Bonds and deliver them to or on behalf of the Underwriter as directed by the Issuer ashereinafter in this Section provided.     Prior to the delivery by the Trustee of any of the Project Bonds there shall be filed with theTrustee:     1. A copy, duly certified by the Secretary of the Issuer, of the proceedings of the Issuerauthorizing the execution and delivery of the Agreement, this Indenture, the Bond PurchaseAgreement, the Tax Agreement and the Note, and the issuance of the Project Bonds.     2. The Letter of Credit and the Confirming Letter of Credit.     3. Original executed counterparts of this Indenture, the Agreement and the Tax Agreement.     4. The original executed Note which will:     (a) be payable to the Issuer and assigned to the Trustee;     (b) be issued in a principal amount equal to the aggregate principal amount of theProject Bonds;     (c) provide for payments of interest equal to the payments of interest on the ProjectBonds;     (d) require payments of principal, any premium and/or prepayments equal to thepayments of principal, and premium and/or mandatory sinking fund payments on the ProjectBonds;     (e) require all payments on such Note to be made on or prior to the date for thecorresponding payments to be made on the Project Bonds;     (f) contain optional prepayment provisions and provisions in respect of theacceleration of principal and any premium corresponding to such provisions of the ProjectBonds;     (g) be on a parity with all other Notes thereafter executed and delivered by theBorrower.     5. A request and authorization to the Trustee on behalf of the Issuer to authenticate anddeliver the Project Bonds to or as directed by the Underwriter upon payment to the Trustee, but forthe account of
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the Issuer, of a sum specified in such request and authorization. The proceeds of such paymentshall be deposited in accordance with Sections 2.01, 6.06 and 6.07 hereof.     6. An opinion of Bond Counsel substantially to the effect that (A) the Project Bondsconstitute legal, valid and binding limited obligations of the Issuer, enforceable in accordancewith their terms, subject to bankruptcy, insolvency, moratorium, reorganization and other similarlaws affecting the rights of creditors and to the exercise of judicial discretion in accordancewith general principles of equity, and (B) the interest on the Project Bonds is excluded from grossincome for (to the extent as may be described in such opinion) federal and State income taxpurposes under existing statues, regulations, published rulings and judicial decisions, except forinterest on any Project Bond for any period during which such Project Bond is held by a“substantial user” of any facilities financed with the proceeds of the Project Bonds or a “relatedperson,” as such terms are used in Section 147(a) of the Internal Revenue Code; and     7. Opinion of counsel to the Borrower in form and substance reasonably satisfactory to theTrustee, Bond Counsel, the Bank and the Underwriter.     Section 2.07. Mutilated, Lost, Stolen or Destroyed Bonds.     A. In the event any Bond is mutilated, lost, stolen, or destroyed, the Issuer may execute andthe Trustee may authenticate a new Bond of like denomination as that mutilated, lost, stolen ordestroyed; provided that, in the case of any mutilated Bond, such mutilated Bond shall first besurrendered to the Issuer and in the case of any lost, stolen or destroyed Bond, there shall befirst furnished to the Issuer and the Trustee and the Borrower evidence of such loss, theft ordestruction satisfactory to the Issuer, the Trustee and the Borrower, together with any indemnitysatisfactory to them. In the event any such Bond shall have matured, instead of issuing aduplicate Bond, the Issuer may pay the same without surrender thereof. The Issuer and the Trusteemay charge the owner of such Bond with their reasonable fees and expenses in this connection.     B. In the event that any Bond to be purchased pursuant to Section 3.09 hereof is not deliveredby the Owner thereof on the date such Bond is to be purchased, the Issuer shall execute and theAuthenticating Agent shall authenticate and deliver a new Bond of like date, maturity anddenomination as the Bond to be purchased, and the Registrar shall register such Bond in the name ofthe new Owner.     Section 2.08. Registration and Exchange of Bonds; Persons Treated as Owners. TheIssuer shall cause books for the registration and for the transfer of the Bonds as provided in thisIndenture to be kept by the Trustee which is hereby constituted and appointed the Registrar of theIssuer.     Upon surrender for transfer of any Bond at the designated corporate trust office of theTrustee, duly endorsed for transfer or accompanied by an assignment duly executed by the registeredowner or his attorney duly authorized in writing, the Trustee shall authenticate and deliver in thename of the transferee or transferees a new Bond or Bonds duly executed by the Issuer of anAuthorized Denomination or Authorized Denominations for a like aggregate principal amount.     Any Bond or Bonds may be exchanged at the designated corporate trust office of the Trustee fora new Bond or Bonds of like principal amount of another Authorized Denomination or other AuthorizedDenominations. Upon surrender of any Bond or Bonds for exchange, the Trustee shall authenticateand deliver a new Bond or Bonds duly executed by the Issuer which the Bondholder making theexchange is entitled to receive.     The Trustee shall not be required to transfer or exchange any Bond during the period offifteen (15) days next preceding any Interest Payment Date nor to transfer or exchange any Bondafter the
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mailing of notice calling such Bond or portion thereof for redemption has been given as hereinprovided, nor during the period of fifteen (15) days next preceding the giving of such notice ofredemption.     The person in whose name any Bond shall be registered shall be deemed and regarded as theabsolute owner thereof for all purposes, and payment of or on account of the principal of orpremium, if any, or interest on any such Bond shall be made only to or upon the written order ofthe registered owner thereof or his legal representative, but such registration may be changed ashereinabove provided. All such payments shall be valid and effectual to satisfy and discharge theliability upon such Bond to the extent of the sum or sums so paid.     In each case the Trustee shall require the payment by the Bondholder requesting exchange ortransfer of any tax or other governmental charge required to be paid with respect to such exchangeor transfer, but otherwise no charge shall be made to the Bondholder for such exchange or transfer.     Section 2.09. Cancellation of Bonds. Whenever any outstanding Bond shall bedelivered to the Trustee for cancellation pursuant to this Indenture, upon payment of the principalamount represented thereby, or for replacement pursuant to Section 2.07, or for transfer pursuantto Section 2.08, such Bond shall be promptly canceled and destroyed by the Trustee.     Section 2.10. Book Entry System. The Project Bonds shall be initially issued in thename of “Cede & Co.,” as nominee for The Depository Trust Company (“DTC”), as registered owner ofthe Project Bonds, and held in the custody of DTC. A single Bond certificate will be issued anddelivered to DTC. The actual purchasers of the Project Bonds (the “Beneficial Owners”) will notreceive physical delivery of Bond certificates except as provided herein. For so long as DTC shallcontinue to serve as securities depository for the Project Bonds as provided herein, all transfersof beneficial ownership interests will be made by book-entry only, and no investor or other partypurchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive,hold or deliver any Bond certificate.     For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficientto cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge thatmay be imposed in relation thereto.     Bond certificates are required to be delivered to and registered in the name of the BeneficialOwner under the following circumstances:     (a) DTC determines to discontinue providing its service with respect to the Bonds. Such adetermination may be made at any time by giving 30 days’ notice to the Issuer, the Borrower and theTrustee and discharging its responsibilities with respect thereto under any applicable law; or     (b) the Borrower determines to discontinue the system of book-entry transfers through DTC (ora successor securities depository).     The Issuer, the Borrower and the Trustee will recognize DTC or its nominee as the Bond ownerfor all purposes, including notices and voting.     The Issuer, the Trustee and the Underwriter may conclusively rely on (A) a certificate of DTCas to the identity of the participants in the book-entry system, and (B) a certificate of suchparticipants as to the identity of, and the respective principal amounts of Bonds beneficiallyowned by, the Beneficial Owners.     Whenever, during the term of the Bonds, beneficial ownership thereof is determined by a bookentry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shallbe
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deemed modified to require the appropriate person to meet the requirements of DTC as to registeringor transferring the book entry to produce the same effect.     The Trustee and the Issuer, at the direction and expense of the Borrower and with the writtenconsent of the Underwriter, may from time to time appoint a successor securities depository andenter into an agreement with such successor securities depository, to establish procedures withrespect to the Bonds not inconsistent with the provisions of this Indenture. Any successorsecurities depository shall be a “clearing agency” registered under Section 17A of the SecuritiesExchange Act of 1934, as amended.     Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to theextent it is also a participant in the book-entry system) will have any responsibility orobligation to DTC, any participant in the book-entry system or the Beneficial Owners with respectto (i) the accuracy of any records maintained by DTC or any participant, (ii) the payment by DTC orany participant of any amount due to any Beneficial Owner with respect to the principal or purchaseprice or, the premium or interest on, any Bond, (iii) the delivery of any notice by DTC or anyparticipant, (iv) the selection of the Beneficial Owners to receive payment in the event of anypartial redemption of the Bonds, or (v) any other action taken by DTC or any participant.     Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee herebyagree as follows with respect to the Bonds, if and to the extent any Bond is registered in the nameof “Cede & Co.” as nominee of DTC: (i) the Trustee shall give DTC all special notices required bythe Representation Letter at the times, in the forms and by the means required by theRepresentation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by themeans specified in the Representations Letter; (iii) Cede & Co., shall not be required to surrenderBonds which have been partially paid or prepaid to the extent permitted by the RepresentationLetter; and (iv) the Trustee shall set a special record date (and shall notify the registeredowners of the Bonds thereof in writing) prior to soliciting any Bondholder consent or vote, suchnotice to be given not less than 15 calendar days prior to such record date (any Bond transferredby a registered owner subsequent to the establishment of the special record date and prior toobtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by theTrustee).     If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of nofurther force and effect.     Section 2.11 Issuance of Additional Bonds. At the request of the Borrower, theIssuer may issue Additional Bonds from time to time for any purpose permitted by the Act.     Those Additional Bonds shall be on a parity with the Project Bonds and any Additional Bondstheretofore or thereafter issued and outstanding as to the assignment to the Trustee of theIssuer’s right, title and interest in the Agreement, the Project Fund and the Bond Fund and themoneys and investments therein to provide for payment of principal of, and premium, if any, andinterest on the Project Bonds; provided, that nothing herein shall prevent payment of principal of,and premium, if any, and interest on any series of Additional Bonds from (i) being otherwisesecured and protected from sources or by property or instruments not applicable to the ProjectBonds and any one or more series of Additional Bonds, or (ii) not being secured or protected fromsources or by property or instruments applicable to the Project Bonds or one or more series ofAdditional Bonds. Each series of Additional Bonds shall be given a separate designation todistinguish it from any other series of Bonds issued hereunder, and any Supplemental Indentureentered into in connection with a series of Additional Bonds shall establish a separateReimbursement Account with respect to that series, in which shall be deposited the proceeds of thedrawings on the additional letter of credit securing such series, and which
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Reimbursement Account shall not be pledged to or constitute part of the security for the payment ofprincipal of, and premium, if any, and interest on any other series of Bonds.     Section 2.12 Delivery of Additional Bonds. Before any Additional Bonds shall beauthenticated and delivered by the Trustee, there shall be filed with the Trustee the followingitems:     1. A copy, duly certified by the Secretary or Assistant Secretary of the Issuer, of theproceedings of the Issuer authorizing the execution and delivery of any amendments to theAgreement, the Note, this Indenture, the Bond Purchase Agreement and the Tax Agreement, and theissuance of the Additional Bonds.     2. An original executed letter of credit and the confirming letter of credit.     3. Original executed counterparts of any amendments to this Indenture, the Agreement and theTax Agreement.     4. The original executed additional Note or Notes with such variations in principal amounts,interest rates, interest payment and maturity dates and prepayment provisions as may be appropriateto correspond to such provisions of the Additional Bonds, which Note or Notes will:     (a) be payable to the Issuer and assigned to the Trustee;     (b) be issued in an aggregate principal amount equal to the aggregate principal amountof the Additional Bonds;     (c) provide for payments of interest equal to the payments of interest on theAdditional Bonds;     (d) require payments of principal, any premium and/or prepayments equal to thepayments of principal, any premium and/or sinking fund payments on the Additional Bonds;     (e) require all payments on such additional Note or Notes to be made on or prior tothe date for the corresponding payments to be made on the Additional Bonds;     (f) contain optional prepayment provisions and provisions in respect of theacceleration of principal and any premium corresponding to such provisions of the AdditionalBonds; and     (g) be on a parity with all other Notes before or after executed and delivered by theBorrower pursuant to the Agreement corresponding to any Bonds.     5. A request and authorization to the Trustee on behalf of the Issuer to authenticate anddeliver the Additional Bonds to or as directed by the purchaser thereof upon payment to theTrustee, but for the account of the Issuer, of a sum specified in such request and authorization.     6. An opinion of Bond Counsel substantially to the effect that (A) the Additional Bondsconstitute legal, valid and binding limited obligations of the Issuer, enforceable in accordancewith their terms, subject to bankruptcy, insolvency, moratorium, reorganization and other similarlaws affecting the rights of creditors and to the exercise of judicial discretion in accordancewith general principles of equity, and (B) the interest on the Additional Bonds is excluded fromgross income for (to the extent as may be described in such opinion) State and federal income taxpurposes under existing statues, regulations, published rulings and judicial decisions, except forinterest on any Bond for any period
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during which such Additional Bond is held by a “substantial user” of any facilities financed withthe proceeds of the Bonds or a “related person,” as such terms are used in Section 147(a) of theCode; and     7. Opinion of counsel to the Borrower in form and substance reasonablysatisfactory to the Trustee, Bond Counsel and the Underwriter.     8. The consent of the Bank, which shall not be unreasonably withheld.**ARTICLE III****PURCHASE OF BONDS; REDEMPTION OF BONDS**     Section 3.01 Purchase of Bonds. The Tender Agent shall effect the purchase of Bondsbearing interest at a Variable Rate (or portions thereof in principal amounts equal to $100,000 orany integral multiple of $5,000 in excess thereof, and provided that the remaining portion to beheld by the Owner is $100,000 or more) eligible for tender at its designated office in the City ofPortland, Oregon, from any Owner of such Bonds (other than the Borrower, the Bank or the Issuer),at the Purchase Price but solely from and to the extent of the funds described in Section 3.04 andfor the account of the Persons described in Section 3.05:     A. upon tender for purchase of Bonds bearing interest at a Variable Rate at the option of theOwner thereof (other than the Borrower or the Issuer), if the Letter of Credit is in effecthereunder, with respect to any bonds that are Project Bonds, and if notice of such tender shallhave been provided to the Tender Agent in strict compliance with the provisions of Section 3.02,upon delivery of the Bond to be purchased to the Tender Agent, as agent for the Person thatpurchases the same pursuant to Sections 3.04 and 3.05, by 10:00 a.m., Portland, Oregon time, on thePurchase Date, endorsed in blank.     B. upon tender for purchase, or constructive tender for purchase, of such Bonds as requiredby Section 3.03B, on(1) the last Interest Payment Date prior to the release of the Letter of Credit or anyConfirming Letter of Credit (in connection with a substitution of the Letter of Credit orany Confirming Letter of Credit, as the case may be, then in effect) which is the subject ofthe notice provided for in Sections 3.03B(1) and 3.03C, or on(2) the Conversion Date, as described in the notice provided for in Section 3.03B(2), upondelivery, of the Bond to be purchased to the Tender Agent, as agent for the Person thatpurchases the same pursuant to Sections 3.04 and 3.05, by 10:00 a.m., Portland, Oregon time,on the Purchase Date, endorsed in blank.     The Tender Agent shall apply the proceeds of remarketing of such tendered Bonds by theRemarketing Agent and shall apply the proceeds of a draw by the Trustee under the Letter of Creditto pay the Purchase Price of the tendered Bonds at or before 4:00 p.m. Portland, Oregon time on thePurchase Date and shall each dispose of Bonds so tendered, or deemed to be so tendered, for sale,as provided in this Article. The Trustee and the Remarketing Agent, as the case may be, shall takeall actions reasonably required in order to make such proceeds available to the Tender Agent by nolater than 3:00 p.m., Portland, Oregon time on the Purchase Date.     Section 3.02 Optional Tender of Bonds for Purchase. Notice (which notice shall beirrevocable) of the tender of any Bond (or portion thereof) bearing interest at the Variable Ratefor purchase pursuant
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to Section 3.01A at the option of the Owner thereof shall be delivered, telexed, or telecopied nolater than 3:00 p.m. Portland, Oregon time on the date of notice, which shall be a Business Day, tothe Tender Agent, in writing duly executed by the Owner of such Bond or by his attorney dulyauthorized in writing and shall specify:     A. the principal amount and Bond number of such Bond (or portion thereof) to be tendered, and     B. the Purchase Date on which such Bond (or portion thereof) shall be purchased pursuant tosuch Section 3.01A, which Purchase Date shall be a Business Day which is not prior to the 7th daynext succeeding the day of receipt of such notice by the Tender Agent and which occurs while theLetter of Credit is in effect hereunder.     If any Bond for which notice of tender is given as provided in this Section 3.02 is nottendered for purchase to the Tender Agent by 10:00 a.m. Portland, Oregon time on the Purchase Date,duly endorsed in blank (such Bond herein referred to as “Untendered Bond”), such Untendered Bondshall, subject to the conditions set forth in Section 3.03E hereof, be deemed tendered and sold tothe Person specified in Section 3.05, and the Owner of such Bond shall be liable for all damages,if any, of the Issuer, the Borrower, the Remarketing Agent, the Tender Agent, the Paying Agent andthe Bank caused by the failure to so tender such Bond.     As soon as practicable upon receipt of such notice, but in no event later than 10:00 a.m.Eastern time on the following Business Day, the Tender Agent shall give notice by telephone,telecopy, or telex, promptly confirmed in writing, to the Paying Agent, the Trustee, theRemarketing Agent, the Borrower and the Bank, specifying the principal amount of the Bonds sotendered for purchase and the Purchase Date for such Bonds.Section 3.03 Mandatory Tender of Bonds for Purchase; Untendered Bonds.     A. Each Owner of Bonds (other than the Borrower or the Issuer), upon notice given by thePaying Agent pursuant to Section 3.03B, shall tender on the day stated in such notice, and in anyevent shall be deemed to have tendered, such Bonds to the Tender Agent, as agent for the Personthat purchases the same pursuant to Sections 3.04 and 3.05, for purchase pursuant to Section 3.01B.     B. The Paying Agent shall give notice of a mandatory tender to the Trustee, the Borrower, theBank, the Confirming Bank, the Tender Agent, the Remarketing Agent, and each Owner of Bonds and, ifthe Bonds are then rated by either Moody’s or S&P, to such rating agency, by Mail no later than thethirtieth (30th) day preceding (and with each Bond bearing interest at a Variable Rate which isauthenticated and delivered after such thirtieth (30th) day, preceding) each of the following days,each of which shall be a “Mandatory Tender Date”:          (1) the last Interest Payment Date prior to the date on which the Letter of Credit or anyConfirming Letter of Credit is to be released (in connection with the substitution of the Letter ofCredit or any Confirming Letter of Credit, as the case may be, then in effect) pursuant hereto,stating (a) the day on which the then effective Letter of Credit or any Confirming Letter of Creditis to be released, (b) that each Bond bearing interest at a Variable Rate of such Owner (i) nottendered for purchase pursuant to Section 3.01B by 10:00 a.m., Portland, Oregon time, on suchInterest Payment Date and (ii) shall be deemed to have been tendered for purchase on such InterestPayment Date at the Purchase Price, and that such Owner shall not be entitled to any payment(including any interest accrued subsequent to such Interest Payment Date) in respect of such Bondother than the Purchase Price for such Bond, (c) the name of the obligor on any Alternate Letter ofCredit or any Alternate Confirming Letter of Credit which is the basis for such release, (d) thatupon such release of such existing Letter of Credit or any Confirming Letter of
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Credit (in connection with a substitution of the Letter of Credit or any Confirming Letter ofCredit then in effect) any rating then assigned to the Bonds may be reduced or withdrawn, and (e)the then current names and addresses of the Paying Agent and the Remarketing Agent; and          (2) the Conversion Date, stating (a) that from the Conversion Date the Bonds will bearinterest at a Fixed Interest Rate, (b) such Fixed Interest Rate, (c) that each Bond not tenderedfor purchase pursuant to Section 3.01B by 10:00 a.m., Portland, Oregon time, on such date shall bedeemed to have been tendered for purchase on the Conversion Date at the Purchase Price, and thatsuch Owner shall not be entitled to any payment (including any interest accrued subsequent to suchBusiness Day) in respect of such Bond other than the Purchase Price for such Bond, (d) that uponsuch conversion of interest to a Fixed Interest Rate any rating then assigned to the Bonds, if any,may be reduced or withdrawn, and (e) the then current names and addresses of the Paying Agent andthe Remarketing Agent.     C. [Reserved].     D. [Reserved].     E. Any Bond (or portion thereof) which is required to be but which is not tendered forpurchase by 10:00 a.m., Portland, Oregon time, on the day specified in Section 3.01B for mandatorytender shall be deemed to have been tendered and sold to the Person specified in Section 3.05, and,upon deposit in the Bond Fund of an amount sufficient to pay the Purchase Price of such Bonds onthe mandatory tender date, (1) the Owner of each Untendered Bond shall not be entitled to anypayment (including any interest accrued subsequent to such Purchase Date or mandatory tender date)in respect thereof other than the Purchase Price for such Bond, and such Untendered Bond (exceptany Bond issued in lieu thereof pursuant to Section 3.05B) shall no longer be entitled to thebenefit of this Indenture, except for the purpose of payment of the Purchase Price therefor, and(2) the Issuer shall execute, and the Trustee or the Authenticating Agent shall authenticate anddeliver, in the name of the Person specified in Section 3.05 one or more new Bonds bearing interestat a Variable Rate or a Fixed Interest Rate, as appropriate, of any authorized denomination of alike aggregate principal amount.     Section 3.04 Purchase of Tendered Bonds. Funds for the payment of the Purchase Priceof Bonds tendered pursuant to Section 3.01 or Section 3.03 shall be disbursed by the Tender Agentfirst from proceeds of the remarketing of such Bonds (other than Bonds remarketed to theIssuer or the Borrower or any guarantor of the Borrower), and second from the Bond Fundonly from the following sources and in the following order of priority:     A. first, from amounts drawn under or derived from the Letter of Credit or anyConfirming Letter of Credit pursuant hereto, and     B. second, from Available Moneys.     Upon tender for purchase of any Bond on the Purchase Date or any Untendered Bond on or afterthe Purchase Date in accordance with Section 3.01 or Section 3.03, the Paying Agent shall pay tothe Owner of such Bond or deposit for the benefit of the Owner of such Untendered Bond at or before4:00 p.m. Portland, Oregon time on the Purchase Date the Purchase Price therefor on behalf of thepurchaser thereof specified in Section 3.05 from funds available for such purchase held in the BondFund.     The Trustee, the Tender Agent and the Remarketing Agent shall hold all money delivered to theTrustee, the Tender Agent or the Remarketing Agent, respectively, hereunder for the purchase ofBonds in trust solely for the benefit of the respective Persons that shall have so delivered suchmoney until the
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Bonds purchased with such money are delivered pursuant to Section 3.05 and, thereafter, in theorder specified above, for the benefit of the Owners tendering such Bonds.     Section 3.05 Disposition of Tendered Bonds.     A. Bonds tendered or deemed tendered pursuant to Section 3.02 or Section 3.03, the PurchasePrice for which has been paid pursuant to Section 3.04, shall be deemed to have been purchased:     (1) by the Persons to whom Bonds have been remarketed to the extent the Purchase Pricetherefor is paid from proceeds from the remarketing thereof pursuant to Section 3.04.     (2) by the Borrower as pledgor for the benefit of the Bank or the Confirming Bank,respectively, as pledgee to the extent the Purchase Price therefor is paid from amountsdrawn under or derived from the Letter of Credit pursuant to Section 3.04A or any ConfirmingLetter of Credit pursuant to Section 3.04B, and     (3) otherwise by the Borrower.     All Bonds purchased with proceeds made available through the Letter of Credit or anyConfirming Letter of Credit pursuant to this Section shall constitute “Pledged Bonds,” and shall bedelivered to and held by the Trustee as agent for the Bank or any Confirming Bank, as applicable(and shall be shown as Pledged Bonds on the bond register), in accordance with the terms andprovisions of this Indenture and the Reimbursement Agreement. All payments on such Pledged Bondsshall be paid to the Bank. The Remarketing Agent shall at the request of the Bank or anyConfirming Bank continue to use its best efforts to arrange for the sale of any Pledged Bonds atthe purchase price, subject to full reinstatement of the amount available to be drawn under theLetter of Credit with respect to such Bonds to an amount equal to the principal amount of suchBonds plus the amount required for premium and interest thereon.     If the Remarketing Agent remarkets any Pledged Bonds, the Remarketing Agent shall direct thepurchaser of such Pledged Bond to transfer, by 10:00 a.m., Portland, Oregon time, on the purchasedate, the purchase price of such remarketed Pledged Bond in immediately available funds to theTender Agent, to be disbursed from such account solely for the purposes described in thisparagraph. The Tender Agent shall immediately notify either the Bank or the Confirming Bank, asapplicable (depending upon whether the purchase proceeds were made available through a draw on theLetter of Credit or a Confirming Letter of Credit), and the Remarketing Agent and the Trustee ofthe receipt of the purchase price for such Pledged Bond, and upon receipt of the purchase price andwritten notice from the Bank, to the Trustee of full reinstatement of the amount available to bedrawn under the Letter of Credit or Confirming Letter of Credit, as applicable, with respect tosuch remarketed Pledged Bonds (as contemplated by the proceeding paragraph), such Pledged Bondshall be released from the pledge of the Bank or Confirming Bank, as the case may be. The Trusteeshall transfer such purchase price to the Bank or Confirming Bank, as the case may be, upon receiptthereof and of evidence satisfactory to the Trustee of full reinstatement of the amount availableto be drawn under the Letter of Credit or Confirming Letter of Credit with respect to suchremarketed Pledged Bonds (as contemplated by the preceding paragraph) to the extent that amountsremain due and owing to either the Bank under the Letter of Credit or the Confirming Bank under theConfirming Letter of Credit, and give all required notices, in accordance with the terms of theLetter of Credit or the Confirming Letter of Credit, as the case may be. If money remains ondeposit with the Tender Agent after payment is made to the Bank or Confirming Bank, as described inthe proceeding sentence, such moneys shall be paid to, or upon the order of, the Borrower.
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     Notwithstanding anything to the contrary in this subsection, if and for so long as the Bondsare held in book entry form, the registration requirements under this subsection shall be deemedsatisfied if Pledged Bonds are (A) registered in the name of the securities depository or itsnominee, (B) credited on the books of the securities depository to the account of the Trustee (orits nominee) and (C) further credited on the books of the Trustee (or such nominee) to the accountof the Bank (or its designee).     B. Whenever any Bond tendered or deemed tendered pursuant to Section 3.01 or Section 3.03 ispurchased pursuant to Sections 3.04 and 3.05A, the Issuer shall execute, and the AuthenticatingAgent shall authenticate and deliver, in the name of the Person that purchased or that is deemed tohave purchased the same or its designee, one or more new Bonds bearing interest at a Variable Rateor a Fixed Interest Rate, as appropriate, of any authorized denomination and of a like aggregateprincipal amount pursuant hereto.     C. The Tender Agent shall hold all Bonds delivered to such Person hereunder solely for thebenefit of the respective Owners which have so delivered such Bonds until money representing thePurchase Price of such Bonds shall have been delivered to or for the account of or to the order ofsuch Owners and, in the case of Bonds pledged to or held in the name of the Bank, for the benefitof the Bank until disposed of pursuant to instructions from the Bank.     D. In carrying out their respective responsibilities under this Article, the RemarketingAgent, the Tender Agent and the Paying Agent shall be acting solely as the agent of the Owners fromtime to time of the Bonds tendered or deemed tendered and of the Persons purchasing the samepursuant to Sections 3.04 and 3.05A, respectively. No delivery of Bonds to the Tender Agentpursuant hereto shall constitute a redemption of Bonds or other extinguishment of the debtevidenced thereby.     Section 3.06. No Purchases or Sales After Certain Defaults. Anything in thisIndenture to the contrary notwithstanding, there shall be no purchases of Bonds with moneys in theBond Fund or sales of Bonds pursuant to Sections 3.01, 3.02, 3.03 or 3.04 if there shall haveoccurred and be continuing an Event of Default hereunder, other than an Event of Default describedin paragraphs (d), (e), (f), (g) or (h) of Section 9.01 hereof.     Section 3.07. Mandatory Redemption of Bonds.     A. The Project Bonds shall be subject to mandatory redemption in whole (or, in the case ofthe event stated in (2) of this paragraph, in whole or in part as provided below), at a redemptionprice equal to 100% of the principal amount thereof, plus accrued interest, if any, to theredemption date, on any Business Day within 180 days after the occurrence of either of thefollowing events:     (1) As a result of any changes in the Constitution of the State or the Constitution ofthe United States of America or of legislative or administrative action (whether state orfederal) or by final decree, judgment or order of any court or administrative body (whetherstate or federal) entered after the contest thereof by the Borrower in good faith, the Noteshall have become void or unenforceable or impossible of performance in accordance with theintent and purposes of the parties as expressed in the Agreement; or     (2) A final determination by the Internal Revenue Service or a court of competentjurisdiction as a result of a proceeding in which the Borrower participates to the degree itdeems sufficient, which determination the Borrower, in its discretion, does not contest byan appropriate proceeding, that, as a result of a failure by the Borrower to observe anycovenant, agreement or representation by the Borrower in the Agreement, the interest payableon any Bonds is includable
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for federal income tax purposes in the gross income of any owner or beneficial owner of aBond (other than an owner who is a “substantial user” of the Project or a “related person”within the meaning of Section 147(a) of the Code and the applicable Regulations).Upon the occurrence of the event stated in Section 3.07(A)(2) hereof, the Bonds will be redeemed inwhole unless the Borrower delivers to the Trustee, at the Borrower’s expense, an opinion of BondCounsel upon which the Trustee may rely to the effect that redemption of a portion of the Bondsoutstanding would have the result that interest payable on the Bonds remaining outstanding aftersuch redemption would not be includable for federal income tax purposes in the gross income of anyowner or beneficial owner of such Bond (other than an owner who is a “substantial user” of theProject or a “related person” within the meaning of Section 147(a) of the Code and the applicableRegulations), and in such event the Bonds or portions thereof (in Authorized Denominations) shallbe redeemed at such times and in such amounts as Bond Counsel shall so direct in such opinion.     B. [Reserved].     C. The Bonds are subject to mandatory redemption in whole on any Interest Payment Date whichnext precedes either a Letter of Credit Termination Date or the expiration date of the ConfirmingLetter of Credit, or a subsequent date to which the Letter of Credit Termination Date or theexpiration date of the Confirming Letter of Credit, respectively, shall have been extended (or ifthe Letter of Credit Termination Date or the expiration date of the Confirming Letter of Credit ison an Interest Payment Date, then such date), at a redemption price of 100% of the principal amountthereof plus accrued interest to the redemption date unless, at least forty-five (45) days prior toany such Interest Payment Date (a) the Bank and/or Confirming Bank, as the case may be, shall haveextended or further extended the Letter of Credit Termination Date or the expiration date of theConfirming Letter of Credit, as the case may be, to a date not earlier than one (1) year from theLetter of Credit Termination Date or Confirming Letter of Credit expiration date being extended or(b) the Borrower shall have obtained an Alternate Letter of Credit or Alternate Confirming Letterof Credit with a termination date not earlier than one (1) year from the Letter of CreditTermination Date or Confirming Letter of Credit expiration date for the Letter of Credit orConfirming Letter of Credit, as the case may be, it replaces. If the Bonds are then rated byeither Moody’s or S&P, the Trustee shall promptly notify such rating agency in writing of any suchextension of a Letter of Credit Expiration Date or the expiration date of any Confirming Letter ofCredit.     D. The Bonds shall be subject to mandatory redemption by the Issuer, as a whole or in part, ata redemption price of 100% of the principal amount thereof plus accrued interest, if any, to theredemption date, on any date within one hundred and eighty (180) days after the Completion Datewith and to the extent of any excess proceeds of the Bonds, including income from the investmentthereof, which shall remain in the Project Fund after completion of the Project and the payment ofthe Project Costs. Upon the occurrence of the event stated in this Section 3.07D, the principalamount of the Bonds to be redeemed will be a principal amount equal to the lowest integral multipleof $5,000 (provided that the unredeemed portion of any Bond redeemed in part shall be $100,000 ormore), equal to or in excess of the remaining proceeds of the Bonds, including income from theinvestment thereof.     Section 3.08. Optional Redemption.
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     A. Prior to conversion to the Fixed Interest Rate, the Bonds shall be subject to optionalredemption by the Issuer in whole or in part in integral multiples of $5,000 (provided that theunredeemed portion of any Bond redeemed in part shall be $100,000 or more), at the direction of theBorrower, on any Interest Payment Date, at the principal amount thereof without premium or penalty.Notwithstanding the provisions of Section 6.04 hereof, while the Letter of Credit is in effectwith respect to the Bonds, the redemption price to be paid pursuant to this paragraph shall bederived solely from Available Moneys or, with the prior written consent of the Bank, which may begranted or denied in its sole and absolute discretion, moneys received from a drawing under theLetter of Credit.     B. From and after conversion to the Fixed Interest Rate through the Maturity Date (the “FixedRate Period”), the Bonds shall be subject to optional redemption by the Issuer in whole or in partin the amount of $5,000 or any integral multiples thereof (provided that the unredeemed portion ofany Bond redeemed in part shall be $100,000 or more), at the direction of the Borrower, on anyInterest Payment Date, as follows: (1) no Bonds shall be subject to such optional redemption priorto the first Redemption Year which shall commence on the October 1 next preceding the midpoint ofthe Fixed Rate Period (unless such midpoint is October 1 of any year, in which case the RedemptionYear shall commence on such April 1); (2) during such first Redemption Year, Bonds may be redeemedat a redemption price of 102% of their principal amount, plus accrued interest to the redemptiondate; (3) thereafter, during the Redemption Year next following Bonds may be redeemed at aredemption price of 101% of their principal amount, plus accrued interest to the redemption date;and (4) thereafter, until and including the next succeeding Mandatory Tender Date (or finalmaturity, if earlier) of such Series, such Bonds may be redeemed at a redemption price equal totheir principal amount, plus accrued interest to the redemption date. Notwithstanding theforegoing, Bonds may be redeemed on any Mandatory Tender Date at a redemption price equal to theirprincipal amount plus accrued interest to the redemption date.     C. The Bonds shall be subject to optional redemption in whole by the Issuer, but not in part,on any Business Day, at a redemption price equal to 100% of the principal amount thereof plusaccrued interest, if any, to the redemption date, upon the exercise by the Borrower of its optionto prepay payments under Section 8.2 of the Agreement, if any of the following shall have occurred:     (1) All or substantially all of the Project shall be damaged or destroyed and theBorrower shall determine that it is not practicable or desirable to rebuild, repair orrestore the Project;     (2) All or substantially all of the Project shall be condemned or such use or controlthereof shall be taken as to render the Project unsatisfactory to the Borrower for continuedoperation; or     (3) Unreasonable burdens or excessive liabilities shall be imposed upon the Issuer orthe Borrower with respect to the Project or the operation thereof.While the Letter of Credit or an Alternate Letter of Credit is in effect with respect to the Bonds,the redemption price to be paid pursuant to this paragraph shall be derived solely from AvailableMoneys or, with the prior written consent of the Bank, which consent may be granted or denied inits sole and absolute discretion, moneys received from a drawing under the Letter of Credit or frommoneys paid under the Alternate Letter of Credit.     Section 3.09. Purchase of Bonds Upon Conversion to Fixed Interest Rate or Upon Release ofthe Letter of Credit.     A. In the event that Bonds are subject to mandatory tender for purchase in accordance withSection 3.03B(1) or Section 3.03B(2), the Borrower shall, with the prior written consent of theBank,
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have the right to direct the Trustee to purchase, or cause to be purchased for cancellation, Bondsin an aggregate principal amount specified in a written direction delivered to the Trustee on orbefore the Interest Payment Date on which such Bonds are to be purchased pursuant to Section 3.03Bhereof, such Bonds to be purchased at a price of 100% of the principal amount thereof plus accruedinterest to the date of such purchase. Moneys for the payment of such purchase price shall bederived solely from Available Moneys provided by the Borrower and on deposit with the Trustee in aspecial trust account of the Bond Fund on the date of such purchase or from moneys drawn under theLetter of Credit or an Alternate Letter of Credit.     B. Bonds to be purchased as provided in paragraph A above which are not delivered by theOwners thereof to the Tender Agent on the Interest Payment Date on which such Bonds are to betendered pursuant to Section 3.03B(1) or 3.03B(2) hereof shall nonetheless be deemed to have beendelivered by the Owner thereof for purchase and to have been purchased from funds described inparagraph A above. Thereafter, the Trustee or the Authenticating Agent shall authenticate (and theIssuer execute, if necessary) a new Bond as provided in Section 2.08B hereof. Accrued interestpayable to the date of purchase of Bonds purchased as provided in this Section 3.09 shall be paidto the Owner as of the Record Date next preceding the date of purchase of such Bond in the samemanner as if such Bonds were not purchased pursuant to paragraph A above. Moneys deposited withthe Paying Agent for purchase of Bonds pursuant to this Section 3.09 shall be held in trust in aseparate escrow account, shall not be invested by the Paying Agent and shall be paid to the formerOwners of such Bonds upon presentation thereof. The Paying Agent shall promptly give notice byMail to each Owner whose Bonds are deemed to have been purchased pursuant to this Section 3.09,which notice shall state that interest on such Bonds ceased to accrue on the date of purchase andthat moneys representing the purchase price of such Bonds are available against delivery thereof atthe principal office of the Paying Agent. The Paying Agent shall hold moneys deposited by theBorrower or drawn by the Trustee under the Letter of Credit or Alternate Letter of Credit for thepurchase of Bonds as provided in this Section 3.09, without liability for interest thereon, for thebenefit of the former Owner of the Bond on such Interest Payment Date, who shall thereafter berestricted exclusively to such moneys, for any claim of whatever nature on his part under thisIndenture or on, or with respect to, such Bond. Any moneys so deposited with and held by thePaying Agent not so applied to the payment of Bonds, if any, within two (2) years after suchInterest Payment Date, shall be paid by the Paying Agent to the Borrower upon the written directionof an Authorized Borrower Representative (or, if the Bank shall have given written notice to thePaying Agent of the existence of a breach of the Borrower’s obligations under the ReimbursementAgreement, to the Bank to the extent of such amount) and thereafter the former Owners shall beentitled to look only to the Borrower for payment, and then only to the extent of the amount sorepaid, and the Borrower shall not be liable for any interest thereon and shall not be regarded asa trustee of such money.     Section 3.10. Selection of Bonds to be Redeemed. If less than all of the Bonds arecalled for redemption, the Trustee shall select the Bonds or portions thereof in the amount of$5,000 or any integral multiple thereof (provided, however, that the unredeemed portion of any Bondredeemed in part shall be $100,000 or more) to be redeemed from the Bonds outstanding notpreviously called for redemption by lot in such manner as the Trustee in its discretion may deemproper, and each $5,000 of face value of each Bond shall be treated as a separate Bond for thepurpose of selection by lot. If it is determined that a portion but not all of the principalamount of any Bond is to be called for redemption, then, upon notice of intention to redeem suchportion, the owner of such Bond shall surrender such Bond to the Trustee for (a) payment to suchowner of the redemption price of the portion 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 unredeemedportion of the principal amount of such Bond. New Bonds representing the unredeemed portion of theprincipal amount of such Bond shall be issued to the owner thereof without charge therefor. If theowner of any such Bond shall fail to present such Bond to the Trustee for payment and exchange asaforesaid, such Bond shall, nevertheless, become due and payable on the date fixed for redemptionto the
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extent of the portion of principal amount called for redemption (and to that extent only) andinterest with respect to such portion will cease to accrue provided that funds for the redemptionthereof are on deposit with the Trustee at that time.     Anything herein to the contrary notwithstanding, Pledged Bonds, as defined in theReimbursement Agreement, shall so long as the Bank is not in default with respect to itsobligations under the Letter of Credit, be redeemed prior to any other Outstanding Bonds.     Section 3.11. Notice of Redemption.     A. In the event any of the Bonds are called for redemption, the Trustee shall give notice, inthe name of the Issuer, of the redemption of such Bonds, which notice shall (i) specify the Bondsto be redeemed, the redemption date, the redemption price and the place or places where amounts dueupon such redemption will be payable (which shall be the principal office of the Paying Agent) and,if less than all of the Bonds are to be redeemed, the numbers of the Bonds, and the portions ofBonds, so to be redeemed, (ii) state any condition to such redemption and (iii) state that on theredemption date and upon the satisfaction of any such condition, the Bonds to be redeemed shallcease to bear interest. Such notice may set forth any additional information relating to suchredemption. Such notice shall be given by Mail at least thirty (30) days prior to the date fixedfor redemption to the Owners of Bonds to be redeemed and, if all the Bonds are to be redeemed andthe Bonds are then rated by Moody’s or S&P, to Moody’s or S&P, to such agency, and, during theVariable Rate Period, the Remarketing Agent; provided, however, that if a Bond delivered pursuantto Section 3.05 hereof on or after the Special Record Date established for a proposed redemption ofBonds shall be deemed to have been selected for redemption pursuant to Section 3.10 hereof, suchnotice shall be given by telephone or telecopy, confirmed in writing, as promptly as practicable.Provided, however, that failure to duly give such notice, or any defect therein, shall not affectthe validity of any proceedings for the redemption of Bonds with respect to which no such failureor defect occurred. In addition, the Trustee may give such other notice or notices as may berecommended in releases, letters, pronouncements or other writings of the Securities and ExchangeCommission and the Municipal Securities Rulemaking Board. No defect in or delay or failure ingiving any recommended notice described in the preceding sentence of this Section 3.11 shall in anymanner affect the notice of redemption described in the first sentence of this Section 3.11. Anynotice 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 notice of redemption shall be unconditional, orif the conditions of a conditional notice of redemption shall have been satisfied, then uponpresentation and surrender of Bonds so called for redemption at the place or places of payment,such Bonds shall be redeemed.     B. [Reserved]     C. Any Bonds which have been duly selected for redemption and which are deemed to be paid inaccordance with Article VIII hereof shall cease to bear interest on the specified redemption date.     Section 3.12. No Partial Redemption After Default. Anything in this Indenture to thecontrary notwithstanding, if there shall have occurred and be continuing an Event of Default (otherthan an Event of Default described in clause (f) of Section 9.01 hereof), there shall be noredemption of less than all of the Bonds at the time Outstanding.     Section 3.13. Payment of Redemption Price. For the redemption of any of the Bonds,the Issuer shall cause to be deposited in the Bond Fund, solely out of Available Moneys or drawingsunder the Letter of Credit or Alternate Letter of Credit, an amount sufficient to pay the principalof, premium, if any, and interest to become due on the date fixed for such redemption. Theobligation of the Issuer to cause any such deposit to be made hereunder shall be reduced by theamount of Available Moneys or moneys resulting from a drawing under the Letter of Credit in theBond Fund available for and used on
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such redemption date for payment of the principal of, premium, if any, and accrued interest on theBonds to be redeemed within the meaning of Article VIII hereof.     Section 3.14. Partial Redemption of Bonds. In case a Bond is of a denominationlarger than the minimum Authorized Denomination, all or a portion of such Bond may be redeemed inan Authorized Denomination. Upon surrender of any Bond for redemption in part only, the Trusteeshall authenticate and deliver to the owner thereof, without cost to the owner, a new Bond or Bondsduly executed by the Issuer in Authorized Denominations in aggregate principal amount equal to theunredeemed portion of the Bond surrendered.     Section 3.15. Notice by Tender Agent. The Tender Agent shall give Immediate Noticeto the Remarketing Agent of (i) its receipt of any tendered Bonds, and (ii) the receipt of anyNotice described in Section 3.03 hereof.**ARTICLE IV****CONVERSION TO FIXED INTEREST RATE**     Section 4.01. Authority for and Conditions to Conversion to Fixed Interest Rate. Theinterest rate borne by the Bonds shall be converted to the Fixed Interest Rate as follows:     With the prior written consent of the Bank, which consent may be granted or denied in its soleand absolute discretion, upon receipt of an opinion of Bond Counsel that such conversion will notadversely effect the excludability of interest on the Bonds from gross income for Federal incometax purposes, and upon receipt by the Trustee of an amendment to the Letter of Credit, or upon thedelivery of an Alternate Letter of Credit, increasing the amount available to be drawn for thepayment of accrued interest on the Bonds to two hundred (200) days of accrued interest on the thenexisting principal balance of the Bonds at the Fixed Interest Rate, on any Interest Payment Date(if such date is designated by the Borrower as the Conversion Date), the Borrower may elect toconvert the rate on the Bonds to the Fixed Interest Rate through the Maturity Date. The Borrowermay exercise its conversion option by giving the Trustee, the Bank, the Confirming Bank, the PayingAgent, the Tender Agent and the Remarketing Agent written notice of its intention to convert therate to the Fixed Interest Rate, at least fifty (50) days prior to the proposed Conversion Date.     If the Borrower elects to convert the interest rate as aforesaid, the Paying Agent shallnotify each Bondholder in writing by Mail at least thirty (30) days prior to the Conversion Date ofthe fact that the rate will be converted, and that the Bondholder shall tender the Bonds forpurchase by the Remarketing Agent prior to the Interest Payment Date which is the Conversion Datein accordance with the terms of the Bonds.     Section 4.02 Determination of Fixed Interest Rate. On a day which is a Business Dayat least seven (7) days prior to the Conversion Date (the “Rate Determination Date”), theRemarketing Agent shall determine the Fixed Interest Rate.     The Remarketing Agent shall determine the Fixed Interest Rate on the Rate Determination Dateto be that rate per annum which, if borne by all of the outstanding Bonds through the MaturityDate, would, in the judgment of the Remarketing Agent (taking into consideration currenttransactions and comparable securities in which the Remarketing Agent is involved or of which it isaware and prevailing financial market conditions), be the interest rate necessary (but which wouldnot exceed the interest rate
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necessary) to produce as nearly as practical a par bid for each outstanding Bond on the RateDetermination Date.     On the Rate Determination Date, the Remarketing Agent shall advise the Borrower, the Trusteeand the Bank by telephone (to be confirmed in writing) of the Fixed Interest Rate.     Section 4.03. Replacement Bonds. The Paying Agent, at the direction of the Borrower,shall deliver replacement Bonds bearing the Fixed Interest Rate with deletion of such terms as areno longer applicable. Any such replacement Bonds shall be executed and authenticated as providedin Sections 2.03 and 2.04 herein. Notwithstanding anything herein to the contrary, any replacementBonds shall be in $5,000 denominations or integral multiples thereof.     Section 4.04. Certain Provisions No Longer Applicable.     A. The day after the effective date of the Fixed Interest Rate, the Bonds shall no longer besubject to the following provisions of this Indenture, and in the event of delivery of replacementBonds pursuant to Section 4.03 hereof, any recital of such provisions shall be deleted from suchreplacement Bonds:     (i) The provisions of Section 2.01 relating to computation of the VariableRate;     (ii) The provisions of Sections 3.01, 3.02, 3.03, 3.04, 3.05 and 3.06 relatingto the purchase, remarketing and delivery of Bonds;     (iii) Article IV relating to conversion to a Fixed Interest Rate, except thisSection 4.04 and Section 4.05; and     (iv) Sections 10.11, 10.12, 10.13 and 10.14 relating to the Remarketing Agentand the Tender Agent.     Additionally, following conversion to the Fixed Interest Rate, all references herein and inthe Agreement and the Note to the Remarketing Agent shall be of no further effect, except withrespect to any unpaid fees or expenses of the Remarketing Agent and the indemnification provided inthe Agreement.     Section 4.05. Interest on Bonds After Conversion to Fixed Interest Rate. Followingconversion to a Fixed Interest Rate, the Bonds shall bear interest at the Fixed Interest Rate,payable each April 1 and October 1, commencing on the first April 1 or October 1 following suchconversion, computed on the basis of a year of 360 days and twelve 30-day months.**ARTICLE V****GENERAL COVENANTS**     Section 5.01. Payment of Principal, Premium, if any, and Interest. The Issuercovenants that it will promptly pay the principal of, and premium, if any, and interest on, everyBond issued under this Indenture at the place, on the dates and in the manner provided herein andin said Bonds according to the true intent and meaning thereof. The principal and interest andpremium, if any, are payable by the
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Issuer solely from the Revenues (except to the extent paid out of moneys attributable to the Bondproceeds or the income from the temporary investment thereof) and nothing in the Bonds or thisIndenture should be considered as assigning or pledging any other funds or assets of the Issuerother than such Revenues and the right, title and interest of the Issuer in the Agreement and theNote in the manner and to the extent herein specified.     Section 5.02. Performance by Issuer of Covenants. The Issuer covenants that it will,at the expense of the Borrower, faithfully perform at all times any and all of its covenants,undertakings, stipulations and provisions contained in this Indenture, in any and every Bondexecuted, 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 the Issuer shall not beobligated to take any action or execute any instrument pursuant to any provision hereof until itshall have been requested to do so by the Borrower or by the Trustee, or shall have received theinstrument to be executed, and at the Issuer’s option shall have received from the Borrowerassurance reasonably satisfactory to the Issuer that the Issuer shall be reimbursed for itsreasonable expenses incurred or to be incurred in connection with taking such action or executingsuch instrument. The Issuer covenants that it is duly authorized under the Constitution and lawsof the State, including particularly the Act, to issue the Bonds authorized hereby and to executethis Indenture, to grant the security interest herein provided, to assign the Agreement and theNote and to assign and pledge the amounts hereby assigned and pledged in the manner and to theextent herein set forth; that all action on its part for the issuance of the Bonds and theexecution and delivery of this Indenture has been duly and effectively taken, and that the Bonds inthe hands of the owners thereof are and will be valid and enforceable obligations of the Issueraccording to the terms thereof and hereof.     Section 5.03. Right to Payments under Agreement; Instruments of Further Assurance.The Issuer covenants that it will, at the expense of the Borrower, defend its right to the paymentof amounts due from the Borrower under the Agreement and Note to the Trustee for the benefit of theowners of the Bonds against the claims and demands of all persons whomsoever. The Issuer covenantsthat it will, at the expense of the Borrower, do, execute, acknowledge and deliver such indenturessupplemental hereto and such further acts, instruments and transfers as the Trustee may reasonablyrequest in writing for the better assuring, transferring, conveying, pledging, assigning andconfirming unto the Trustee all and singular the rights assigned hereby and the amounts pledged andassigned hereby to the payment of the principal of, and premium, if any, and interest on, theBonds. The Issuer covenants and agrees that, except as herein and in the Agreement provided, itwill not sell, convey, mortgage, encumber or otherwise dispose of any part of the Revenues or itsrights under the Agreement or the Note.     Section 5.04. Recordation and Other Instruments. The Issuer and the Trustee covenantthat they will cooperate with the Borrower in causing such security agreements, financingstatements and all supplements thereto and other instruments as may be required hereunder or underthe Agreement from time to time to be kept, recorded and filed in such manner and in such places asmay be required by law in order to fully preserve and protect the security of the Trustee on behalfof the owners of the Bonds and the rights of Trustee hereunder, and to perfect the securityinterest of the Trustee. Notwithstanding anything to the contrary contained in this Section, theTrustee, in the absence of such action by the Borrower, shall take such action at the Borrower’sexpense as the Trustee deems reasonably necessary to cause such security agreements, financingstatements and all supplements thereto and other instruments as may be required hereunder or underthe Agreement from time to time to be kept, recorded and filed in such manner and in such places asmay be required by law in order to fully preserve and protect the security of the Trustee on behalfof the owners of the Bonds and the rights of the Trustee hereunder, and to perfect the securityinterest of the Trustee.
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     Section 5.05. Inspection of Project Books. The Issuer and the Trustee covenant andagree that all books and documents in their possession relating to the Project and the Revenuesshall at all reasonable times be open to inspection by such accountants or other agencies as theother party may from time to time designate and in the case of the Trustee, by the Bank or itsaccountants.     Section 5.06. List of Bondholders. The Trustee will keep on file a list of the namesand addresses of all registered owners of Bonds on the registration books of the Issuer maintainedby the Trustee as Registrar, together with the principal amount and numbers of such Bonds. Atreasonable times and under reasonable regulations established by the Trustee, said list may beinspected and copied by the Borrower or by owners (or a designated representative thereof) of 15%or more in principal amount of Bonds then outstanding, such ownership and the authority of suchdesignated representative to be evidenced to the satisfaction of the Trustee.     Section 5.07. Rights Under Agreement. The Agreement, a duly executed counterpart ofwhich has been filed with the Trustee, sets forth the covenants and obligations of the Issuer andthe Borrower, including provisions that subsequent to the issuance of Bonds and prior to theirpayment in full or provision for payment thereof in accordance with the provisions hereof theAgreement may not be effectively amended, changed, modified, altered or terminated without thewritten consent of the Trustee, and reference is hereby made to the same for a detailed statementof said covenants and obligations of the Borrower thereunder, and the Issuer agrees that theTrustee in its name or in the name of the Issuer may enforce all rights of the Issuer and allobligations of the Borrower under and pursuant to the Agreement for and on behalf of theBondholders, whether or not the Issuer is in default hereunder.     Section 5.08. Prohibited Activities. The Issuer covenants and agrees that it willnot take any action which might result in any interest on the Bonds becoming includable in thegross income of the owners thereof under federal income tax laws.**ARTICLE VI****DEPOSIT OF BOND PROCEEDS;**