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15 <br />Weekly Interest Rate. While the Bonds are in the Interest Rate Mode during which they <br />bear a Weekly Interest Rate, the Bonds shall bear interest at a rate per annum computed on the <br />basis of a 365- or 366-day year, as applicable, for the actual number of days elapsed. The interest <br />rate shall be determined by the Remarketing Agent as described in the definition of Weekly Interest <br />Rate above. <br />Conversion From One Interest Rate Mode to Another Interest Rate Mode. On any Interest <br />Period Reset Date, the interest rate or rates on the Bonds may be converted from one Interest Rate <br />Mode to another Interest Rate Mode upon receipt by the Trustee and the Remarketing Agent of a <br />written direction from the Borrower, given on behalf of the Issuer, not less than 45 days prior to <br />such Interest Period Reset Date, to convert the interest rate or rates on the Bonds to an Interest <br />Rate Mode other than the Interest Rate Mode then in effect; provided, however, that Bonds bearing <br />interest at the BSBY Rate may be continued or converted only on the last day of an interest period <br />for such Bond, unless Borrower pays the amount due, if any under the section of the Bond Purchase <br />and Covenant Agreement entitled “Compensation for Losses” in connection therewith. Such <br />direction to convert the interest rate or rates on the Bonds shall be accompanied by (a) an opinion <br />of Bond Counsel selected by the Borrower delivered to the Issuer, the Trustee, the Bank, and the <br />Confirming Bank, if any, and the Remarketing Agent, stating that such conversion to the specified <br />Interest Rate Mode will not adversely affect the exclusion of the interest on the Bonds from gross <br />income for federal income tax purposes, (b) a written certificate of the Remarketing Agent stating <br />that the interest coverage period provided by the Letter of Credit, if any, and the Confirming Letter <br />of Credit, if any, is appropriate for the Interest Rate Mode directed to be in effect and that the <br />termination date of the Letter of Credit, if any, and the Confirming Letter of Credit, if any, is no <br />earlier than 15 days after the First Optional Redemption Date, and (c) a written certificate of the <br />Remarketing Agent stating that it has received certifications, opinions or other evidence <br />satisfactory to it that there has been or will be compliance with any applicable state or federal <br />securities law requirements. If the Bonds bear interest at the Weekly Interest Rate, (i) the interest <br />coverage period for the Letter of Credit shall be at least 105 days of interest at the Maximum Rate, <br />and (ii) the interest coverage period for the Confirming Letter of Credit, if any, shall be at least <br />110 days of interest at the Maximum Rate. If the Bonds bear interest at the Fixed Interest Rate, <br />then the interest coverage period for the Letter of Credit and the Confirming Letter of Credit, if <br />any, shall be at least 200 days of interest. The Borrower shall be required to provide a Letter of <br />Credit or an Alternate Letter of Credit which will provide the appropriate interest coverage. No <br />Letter of Credit or Confirming Letter of Credit shall be required while the Bonds bear interest at <br />the BSBY Rate. Notwithstanding any provision of this paragraph, no conversion shall be effective <br />(i) if the Borrower makes an election on or prior to the day immediately succeeding any Interest <br />Rate Determination Date not to proceed with the proposed conversion or (ii) the Trustee has not <br />received on the effective date of such conversion an opinion of Bond Counsel to the same effect <br />as described in clause (a) of this paragraph above. In either such event, the BSBY Rate for the <br />Bonds will remain as the Interest Rate Mode then in effect for the Bonds without regard to any <br />proposed conversion. The Bonds will continue to be subject to tender for purchase on the <br />scheduled effective date of the proposed conversion without regard to the failure of such proposed <br />conversion. If the Trustee shall have sent any notice to Holders regarding the proposed conversion, <br />then, in the event of a failure of such conversion as specified above, the Trustee shall promptly <br />notify all Holders of such failure, of the reason for such failure and of the continuation of the <br />Interest Rate Mode then in effect.