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(4) the City fails to deliver to the Bond Registrar, the Remarketing Agent, the <br /> Liquidity Facility Provider, if any, or the Credit Facility Provider, if any, the opinion referred to <br /> in Section 2.04(f) above; <br /> (5) sufficient funds are not available, by Noon (New York City time), on the <br /> Fixed Rate Conversion Date to purchase all the Bonds required to be purchased on the Fixed <br /> Rate Conversion Date. <br /> 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 /> (B) the Bonds: <br /> (i) bearing interest at an Index Floating Rate shall bear interest <br /> at the Maximum Rate; <br /> (ii) bearing interest at a Variable Rate shall continue to bear <br /> interest at a Variable Rate determined as otherwise provided in Section 2.03; <br /> (iii) bearing interest at a Short-Term Rate shall bear interest as <br /> determined in Section 3.11(c) until all of such Bonds have been remarketed; <br /> (iv) bearing interest at a Long-Term Rate shall bear interest as <br /> determined in Section 3.11(c) until all of such Bonds have been remarketed; and <br /> (C) the mandatory tender of the Bonds on the Conversion Date pursuant to <br /> Section 3.10(a)(1) shall not occur, whether or not notice of the Conversion has been given to the <br /> Registered Owners of such Bonds. <br /> (h) Notice of withdrawal of a Conversion notice shall be given by the City to the <br /> Bond Registrar, the Remarketing Agent, the Tender Agent, the Liquidity Facility Provider, if <br /> -41- P 120287 CMW\20287 AMT 10/14/14 <br />