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interest on the Bonds to be includable in the gross income of Registered Owners for federal <br /> income tax purposes. <br /> (5) Conditions to Conversion. Notwithstanding the City's delivery of notice of <br /> the exercise of its option to effect a Conversion pursuant to Section 2.03(g)(2), such Conversion <br /> to the new Interest Rate Mode shall not take effect if: <br /> (A) the City withdraws such notice of the exercise of its option to <br /> effect Conversion not later than the Business Day preceding the date on which the interest rate at <br /> the new Interest Rate Mode is to be determined; <br /> (B) the Calculation Agent or the Remarketing Agent, as applicable, <br /> fails to determine, when required, the interest rate for the new Interest Rate Mode; <br /> (C) the notice to Registered Owners of Bonds required by <br /> Section 2.03(g)(3) is not given when required; <br /> (D) the City fails to deliver to the Bond Registrar, the Remarketing <br /> Agent, the applicable Liquidity Facility Provider and the applicable Credit Facility Provider the <br /> opinion referred to in Section 2.03(g)(4); <br /> (E) sufficient funds are not available by Noon (New York City time) <br /> on the Conversion Date to purchase all of the Bonds required to be purchased on such <br /> Conversion Date; or <br /> (F) not all of the Bonds are remarketed in the new Interest Rate Mode <br /> on the applicable Conversion Date. <br /> (6) In any of such events, <br /> (A) the Conversion Date shall not occur, whether or not notice of the <br /> Conversion has been given to the Registered Owners, <br /> -36- P\20287CMVV\20287 AMT 10/14/14 <br />