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and comparable securities with which the Remarketing Agent is <br />involved or of which it is aware and prevailing financial market <br />conditions) to produce as nearly as practical a par bid for the <br />Project Bonds on the Interest Rate Determination Date or (b) in <br />the event that the Remarketing Agent has been removed or has <br />resigned and no successor has been appointed or the Remarketing <br />Agent has failed to determine the Five Year Interest Rate for <br />whatever reason, or the Five Year Interest Rate cannot be <br />determined pursuant to clause (a) for whatever reason, the <br />interest rate then in effect with respect to the Project Bonds, <br />without adjustment; provided that in no event shall the Five Year <br />Interest Rate exceed 12~ per annum. <br />"Fixed Interest Rate" means (a) the fixed rate of interest <br />per annum determined by the Remarketing Agent, on the Interest <br />Rate Determination Date immediately preceding the applicable <br />Interest Period Reset Date, to be the interest rate necessary, <br />from the Interest Period Reset Date to the final maturity date of <br />the Project Bonds, in the judgment of the Remarketing Agent <br />(taking into consideration current transactions and comparable <br />securities with which the Remarketing Agent is involved or of <br />which it is aware and prevailing financial market conditions) to <br />produce as nearly as practical a par bid for the Project Bonds on <br />the Interest Rate Determination Date or (b) in the event that the <br />Remarketing Agent has been removed or has resigned and no <br />successor has been appointed or the Remarketing Agent has failed <br />to determine the Fixed Interest Rate for whatever reason, or the <br />Fixed Interest Rate cannot be determined pursuant to clause (a) <br />for whatever reason, the interest rate then in effect with <br />respect to the Project Bonds, without adjustment; provided that <br />in no event shall the Fixed Interest Rate exceed 12$ per annum. <br />"Interest Period Reset Date" means the date on which the <br />interest rate on the Project Bonds converts from the Interest <br />Rate Mode applicable to the Project Bonds prior to such date to a <br />new Interest Rate Mode. An Interest Period Reset Date shall be <br />the first day of a month. <br />"Interest Rate Adjustment Date" means any date on which the <br />interest rate on the Project Bonds is adjusted, either as the <br />result of the conversion of the interest rate on the Project <br />Bonds to a different Interest Rate Mode, or by adjustment of the <br />interest rate on the Project Bonds within the applicable Interest <br />Rate Mode. An Interest Rate Adjustment Date shall be the first <br />day of a month if the Project Bonds bear interest at the Six <br />Month, One Year or Five Year Interest Rates; the first Business <br />Day of a month if the Bonds bear interest at the One Month or <br />Three Month Interest Rates; and if the Bonds bear interest at the <br />Weekly Interest Rate, then the Interest Rate Adjustment Date <br />shall be Thursday of each week. However, upon any conversion to <br />the Weekly Interest Rate from a different Interest Rate Mode, the <br />first Interest Rate Adjustment Date shall be the first Business <br />Day of a month. <br />-9- <br />