Common use of Conversion to Fixed Interest Rate Clause in Contracts

Conversion to Fixed Interest Rate. (a) At any time, the Company may, by notice in writing to the Issuer, the Trustee, the Remarketing Agent and the Bank, direct that a Fixed Interest Rate be established for the Project Bonds. The Company's notice shall set forth: (i) the Conversion Date desired by the Company, which shall be an Interest Payment Date not less than thirty (30) days after the date of such notice; and (ii) the date the Fixed Interest Rate shall be established, which shall be not less than twelve (12) Business Days prior to the Conversion Date. The notice shall be accompanied by an opinion of Independent Tax Counsel stating that the conversion to a Fixed Interest Rate is authorized and permitted by the Indenture and Chapter 165, Ohio Revised Code, and that such conversion will not adversely affect the exemption of interest on the Project Bonds from federal income taxation. The Remarketing Agent shall determine the Fixed Interest Rate on the date specified in such notice, which rate shall be the lowest rate at which the Remarketing Agent shall have received bids, not later than the twelfth (12th) Business Day prior to the Conversion Date, to purchase all of the Outstanding Project Bonds at a purchase price of 100% of the outstanding principal amount thereof on the Conversion Date. Conversion to the Fixed Interest Rate shall require the prior written consent of the Company and the Bank. (b) Any Project Bonds purchased by the Remarketing Agent or the Trustee pursuant to the terms of the Indenture after the Trustee has given notice of the establishment of a Conversion Date, pursuant to subsection (b) of Section 9 of this Bond Legislation, shall not be remarketed except to a buyer who agrees at the time of such purchase either (i) to accept the Fixed Interest Rate on the Conversion Date or (ii) to require purchase of such Project Bonds by the Remarketing Agent or the Trustee on or before the Conversion Date pursuant to subsection (a), (b) or (c) of Section 7 of this Bond Legislation. (c) The Letter of Credit shall be cancelled on the fifteenth (15th) day following the Conversion Date, and the Trustee shall deliver the Letter of Credit to the Bank on such day, unless prior to such day the Trustee has received written notification from both the Company and the Bank stating that the Letter of Credit is not to be cancelled on such day. (d) In the event that the Letter of Credit or an Alternate Credit Facility is in effect with respect to the Project Bonds following the Conversion Date, the Fixed Interest Rate shall be adjusted on the Adjustment Date so as to equal the rate of interest, recommended by the Remarketing Agent and approved by the Company, for which the Remarketing Agent has received bids on or prior to the twelfth (12th) (12th) Business Day next preceding the Adjustment Date to purchase all Outstanding Project Bonds on the Adjustment Date at a price of 100% of the principal amount thereof. Following such adjustment, the Project Bonds shall bear interest at the Fixed Interest Rate determined pursuant to this Section 8(d) until maturity.

Conversion to Fixed Interest Rate. (a) At any time, the Company may, by notice in writing to the Issuer, the Trustee, the Paying Agent, the Remarketing Agent and the Bank, Bank direct that a Fixed Interest Rate be established for the Project Bonds. The Company's notice shall set forth: (i) the Conversion Date desired by the Company, which shall be an Interest Payment Date not less than thirty (30) days after the date of such notice; and (ii) the date the Fixed Interest Rate shall be established, which shall be not less than twelve (12) Business Days prior to the Conversion Date. The notice shall be accompanied by an opinion of Independent Tax Counsel stating that the conversion to a Fixed Interest Rate is authorized and permitted by the this Indenture and Chapter 165, Ohio Revised Codethe Act, and that such conversion will not adversely affect the exemption of interest on the Project Bonds from federal Federal income taxation. The Remarketing Agent shall determine the Fixed Interest Rate on the date specified in such notice, which rate shall be the lowest rate at which the Remarketing Agent shall have received bids, not later than the twelfth (12th) Business Day prior to the Conversion Date, to purchase all of the Outstanding Project Bonds at a purchase price of 100% of the outstanding principal amount thereof on the Conversion Date. Conversion Prior to the Expiration Date of the Letter of Credit, conversion to the Fixed Interest Rate shall require the prior written consent of the Company and the Bank. (b) Any Project Bonds purchased by the Remarketing Agent or the Trustee Paying Agent pursuant to the terms of the this Indenture after the Trustee has given notice of the establishment of a Conversion Date, pursuant to subsection (b) of Section 9 302 of this Bond LegislationIndenture, shall not be remarketed except to a buyer who agrees at the time of such purchase either (i) to accept the Fixed Interest Rate on the Conversion Date Date, or (ii) to require purchase of such Project Bonds by the Remarketing Agent or the Trustee Paying Agent on or before the Conversion Date pursuant to subsection (a), ) or (b) or (c) of Section 7 401 of this Bond LegislationIndenture. (c) The Letter of Credit shall be cancelled on the fifteenth (15th) day following the Conversion Date, and the Trustee shall deliver the Letter of Credit to the Bank on such day, unless prior to such day the Trustee has received written notification from both the Company and the Bank stating that the Letter of Credit is not to be cancelled on such day. (d) In the event that the Letter of Credit or an Alternate Credit Facility is in effect with respect to the Project Bonds following the Conversion Date, the Fixed Interest Rate shall be adjusted on the Adjustment Date so as to equal the lowest rate of interest, recommended by the Remarketing Agent and approved by the Company, for interest at which the Remarketing Agent has shall have received bids on or prior to the twelfth (12th) (12th) Business Day next preceding the Adjustment Date to purchase all Outstanding Project Bonds on the Adjustment Date at a price of 100% of the principal amount thereof. Following such adjustment, the Project Bonds shall bear interest at the Fixed Interest Rate determined pursuant to this Section 8(d402(d) until maturity. THE BONDS SHALL NOT BE SUBJECT TO PURCHASE, AS PROVIDED IN SECTION 401 OF THIS INDENTURE, AFTER THE EXPIRATION DATE OF THE LETTER OF CREDIT.

Conversion to Fixed Interest Rate. (a) At The Authority may at its option convert the interest rate on all or a portion of the Adjustable Rate Bonds on any time, the Company may, by Effective Rate Date to Fixed Interest Rates as described herein upon written notice in writing to the Issuer, other Notice Parties that the Trustee, Authority will cause a Conversion of the Remarketing Agent and the Bank, direct that a Fixed Interest Adjustable Rate be established for the Project Bonds. The Company's notice shall set forth: Bonds (ior such portion thereof) on the Conversion Date desired by the Companyset forth in such written notice, which Conversion Date shall be an Interest Payment Date not less occur sooner than thirty (30) 45 days after the date of such notice; provided that if only a portion of the Adjustable Rate Bonds are to be Converted, the consent of the Liquidity Facility Provider (which consent shall not be unreasonably withheld) shall be obtained prior to such Conversion, and provided, further, that no partial Conversion of SAVRS Rate Bonds shall cause the Outstanding principal amount of SAVRS Rate Bonds to be (i) less than $10,000,000 without the approval of the Broker-Dealers and (ii) other than in multiples of $25,000. (b) Prior to the date Conversion of any of the Fixed Interest Adjustable Rate Bonds, the Trustee shall deliver a notice to the Owners of the Adjustable Rate Bonds to be establishedConverted, which shall be not less than twelve (12) Business Days 30 days prior to the Conversion Date. The notice shall be accompanied by an opinion of Independent Tax Counsel stating , setting forth the following information: (i) that the conversion interest rate on such Adjustable Rate Bonds will be converted to a Fixed Interest Rate; (ii) the proposed Conversion Date; (iii) that such Adjustable Rate is authorized and permitted Bonds will be remarketed by the Indenture Remarketing Agent or purchased by the Trustee on the Conversion Date; and (iv) that the Authority may elect to cancel such Conversion, notice of which shall be given to Bondowners at least 15 days prior to the proposed Conversion Date. If the Authority elects not to proceed with such Conversion, the Authority shall give notice of the cancellation of the Conversion to the Notice Parties not less than 20 days prior to the proposed Conversion Date and, thereafter, the Trustee shall give notice to each Owner of the Adjustable Rate Bonds of such cancellation of the proposed Conversion not later than the 15th day prior to the proposed Conversion Date for which the foregoing notice was given. (c) Upon any Conversion, the Adjustable Rate Bonds to be Converted shall be subject to mandatory tender in accordance with this Section 3.7 and Chapter 165, Ohio Revised CodeSection 3.9 of this Series Indenture, and the Owners thereof shall be notified of such Conversion as provided herein. No Adjustable Rate Bonds to be Converted shall be remarketed by the Remarketing Agent subsequent to the date of notice of such Conversion except to purchasers who agree to accept the Fixed Interest Rate. (d) Any Adjustable Rate Bonds that are Converted will bear interest at Fixed Interest Rates determined upon such conversion will not adversely affect Conversion until the exemption of interest on the Project Bonds from federal income taxationmaturity or prior redemption thereof. The Remarketing Agent shall determine the Fixed Interest Rate on Rates as those rates which, in the date specified in such notice, which rate shall be the lowest rate at which determination of the Remarketing Agent shall have received bidsAgent, not later than would result as nearly as practicable in the twelfth (12th) Business Day prior to the Conversion Date, to purchase all market value of the Outstanding Project Converted Adjustable Rate Bonds at a purchase price of 100% of the outstanding principal amount thereof on the Conversion Date. Conversion to the Fixed Interest Rate shall require the prior written consent of the Company and the Bank. (b) Any Project Bonds purchased by the Remarketing Agent or the Trustee pursuant to the terms of the Indenture after the Trustee has given notice of the establishment of a Conversion Date, pursuant to subsection (b) of Section 9 of this Bond Legislation, shall not be remarketed except to a buyer who agrees at the time of such purchase either (i) to accept the Fixed Interest Rate on the Conversion Date or (ii) to require purchase of such Project Bonds by the Remarketing Agent or the Trustee on or before the Conversion Date pursuant to subsection (a), (b) or (c) of Section 7 of this Bond Legislation. (c) The Letter of Credit shall be cancelled on the fifteenth (15th) day following the Conversion Date, and the Trustee shall deliver the Letter of Credit to the Bank on such day, unless prior to such day the Trustee has received written notification from both the Company and the Bank stating that the Letter of Credit is not to be cancelled on such day. (d) In the event that the Letter of Credit or an Alternate Credit Facility is in effect with respect to the Project Bonds following the Conversion Date, the Fixed Interest Rate shall be adjusted on the Adjustment Date so as to equal the rate of interest, recommended by the Remarketing Agent and approved by the Company, for which the Remarketing Agent has received bids on or prior to the twelfth (12th) (12th) Business Day next preceding the Adjustment Date to purchase all Outstanding Project Bonds on the Adjustment Date at a price of being 100% of the principal amount thereof. Following such adjustmentThe determination by the Remarketing Agent of the Fixed Interest Rates to be borne by the Bonds in accordance with this Section 3.7 shall be conclusive and binding on the Owners of the Bonds and the other Notice Parties, the Project except as otherwise provided herein. The Adjustable Rate Bonds tendered but not Converted shall bear interest at in such Mode as determined by the Authority in accordance with Section 2.2(f) of this Series Indenture. (e) Notwithstanding the preceding paragraph, no Fixed Interest Rate shall be established unless, on or before the Rate Determination Date for such Fixed Interest Rate Period, a Counsel's Opinion has been delivered to the Trustee to the effect that the Conversion to a Fixed Interest Rate in accordance with the provisions of this Series Indenture is lawful under the Act and is permitted by this Series Indenture and will not cause interest on the 2002 Series A Tax-Exempt Bonds to be included in gross income of the owners thereof for federal income tax purposes. (f) On any Conversion Date, all Adjustable Rate Bonds subject to Conversion on such Conversion Date shall automatically, upon such Conversion, bear a subseries designation determined pursuant to this Section 8(d) until maturityby the Authority and the Trustee. The Trustee, with the cooperation of the Authority and at the Authority's expense, shall cause the preparation, execution, issuance, authentication and delivery of replacement Bonds in connection with a Conversion.

Conversion to Fixed Interest Rate. On any Interest Period Reset Date on or after the first Interest Payment Date, Bonds bearing interest at a Variable Rate may be converted to a Fixed Interest Rate upon receipt by the Trustee and the Remarketing Agent of a written direction from the Authorized Company Representative, not less than sixty (a60) At any timedays prior to such Interest Period Reset Date, to convert the interest rate on the Bonds to a Fixed Interest Rate. In such case, the Company mayBonds shall continue to mature on the Maturity Date, but shall be subject to mandatory sinking fund redemption pursuant to Section 3.01(a) hereof. Mandatory sinking fund redemption shall occur on September 1 of each year following the Fixed Interest Rate Conversion Date, and the principal amount subject to sinking fund redemption in each such year, which amount shall be calculated by notice the Trustee at the time of the conversion and provided by the Trustee to each Rating Agency, the Issuer, and the Company, shall result in writing substantially level debt service for each year ending on the Maturity Date, rounded to the nearest $5,000 in principal amount; provided, however, upon the written direction of the Company, accompanied by the written consent of the Bank provided to the Trustee and an opinion of Bond Counsel to the effect that the exclusion of interest on the Bonds from gross income will not be adversely affected thereby, the Trustee shall use such alternate mandatory redemption schedule as is provided by the Company. Such direction to convert the interest rate on the Bonds to a Fixed Interest Rate shall be accompanied by (i) in the case that the conversion is from an Interest Rate Mode of less than one year to a Fixed Interest Rate, an Opinion of Bond Counsel delivered to the Issuer, the Trustee, the Remarketing Agent Bank and the BankRemarketing Agent, direct stating that a Fixed such conversion to the specified Interest Rate be established Mode will not adversely affect the exclusion of the interest on the Bonds from gross income for the Project Bonds. The Company's notice shall set forth: (i) the Conversion Date desired by the Company, which shall be an Interest Payment Date not less than thirty (30) days after the date of such noticefederal income tax purposes; and (ii) the date the Fixed Interest Rate shall be established, which shall be not less than twelve either (12a) Business Days prior to the Conversion Date. The notice shall be accompanied by an opinion of Independent Tax Counsel stating evidence that the Bonds have an Investment Grade Rating from each Rating Agency immediately after the conversion to a Fixed Interest Rate is authorized and permitted by the Indenture and Chapter 165, Ohio Revised Code, and that such conversion will not adversely affect the exemption of interest on the Project Bonds from federal income taxation. The Remarketing Agent shall determine the Fixed Interest Rate on the date specified in such notice, which rate shall be the lowest rate at which the Remarketing Agent shall have received bids, not later than the twelfth (12th) Business Day prior to the Conversion Date, to purchase all of the Outstanding Project Bonds at a purchase price of 100% of the outstanding principal amount thereof on the Conversion Date. Conversion to the Fixed Interest Rate shall require the prior written consent of the Company and the Bank. or (b) Any Project an investment letter from each purchaser of Bonds purchased by addressing the Remarketing Agent or the Trustee pursuant to the terms of the Indenture after the Trustee has given notice of the establishment of a Conversion Date, pursuant to subsection (b) of Section 9 points set forth in Exhibit B hereto. Notwithstanding any provision of this Bond Legislationparagraph, shall not be remarketed except to a buyer who agrees at the time of such purchase either (i) to accept the Fixed Interest Rate on the Conversion Date or (ii) to require purchase of such Project Bonds by the Remarketing Agent or the Trustee on or before the Conversion Date pursuant to subsection (a), (b) or (c) of Section 7 of this Bond Legislation. (c) The Letter of Credit no conversion shall be cancelled on the fifteenth effective (15thA) day following the Conversion Date, and the Trustee shall deliver the Letter of Credit to the Bank on such day, unless prior to such day the Trustee has received written notification from both if the Company and the Bank stating that the Letter of Credit is not to be cancelled on such day. (d) In the event that the Letter of Credit or makes an Alternate Credit Facility is in effect with respect to the Project Bonds following the Conversion Date, the Fixed Interest Rate shall be adjusted on the Adjustment Date so as to equal the rate of interest, recommended by the Remarketing Agent and approved by the Company, for which the Remarketing Agent has received bids election on or prior to the twelfth day immediately succeeding any Interest Rate Determination Date not to proceed with the proposed conversion or (12thB) (12th) Business Day next preceding the Adjustment Date to purchase all Outstanding Project Bonds Trustee has not received on the Adjustment Date at a price effective date of 100% such conversion an Opinion of Bond Counsel to the same effect as described in clause (i) of this paragraph above, if required. In either such event, the Interest Rate Mode for the Bonds will remain as the Interest Rate Mode then in effect for the Bonds without regard to any proposed conversion. The Bonds will continue to be subject to tender for purchase on the scheduled effective date of the principal amount thereofproposed conversion without regard to the failure of such proposed conversion. Following If the Trustee shall have sent any notice to Holders regarding the proposed conversion then in the event of a failure of such adjustmentconversion, as specified above, the Project Bonds Trustee shall bear interest at promptly notify all Holders of such failure, of the reason for such failure, and of the continuation of the Interest Rate Mode then in effect. The Company may, but is not required to, provide for the delivery of a Substitute Letter of Credit pursuant to Section 5.03(c) hereof to be in effect after conversion to the Fixed Interest Rate determined pursuant to this Section 8(d) until maturityRate.

Conversion to Fixed Interest Rate. (a) At any timeBorrower, with the Company may, by notice in writing to the prior written consent of Credit Issuer, unless the TrusteeLetter of Credit then in effect shall expire or terminate in accordance with its terms upon any such conversion, shall have the Remarketing Agent and option to convert the Bank, direct that Notes from the Weekly Mode to a Fixed Interest Rate be established for the Project Bonds. The Company's notice as herein provided on any Fixed Interest Rate Date Borrower shall set forth: (i) the Conversion select, provided that each Fixed Interest Rate Date desired by the Company, which shall be an Interest Payment Date not less than thirty (30) days after and that the date of such notice; and (ii) the date the Fixed Interest Rate Notes shall be established, which shall be converted in whole and not less than twelve (12) Business Days prior in part. Borrower may exercise its option to the Conversion Date. The notice shall be accompanied by an opinion of Independent Tax Counsel stating that direct the conversion of the Notes to a Fixed Interest Rate is authorized and permitted only one time. Borrower shall exercise such option by the Indenture and Chapter 165giving written notice to Trustee, Ohio Revised Code, and that such conversion will not adversely affect the exemption of interest on the Project Bonds from federal income taxation. The Remarketing Agent shall determine and Credit Issuer, stating its election to convert the Rate Mode of the Notes to the Fixed Interest Rate, stating the Fixed Interest Rate on Date therefor, not less than 60 days prior to such Fixed Interest Rate Date, or such shorter period of time as may be consented to by Trustee, Credit Issuer and Remarketing Agent, each such consent not to be unreasonably withheld. Upon receipt of such notice by Trustee, Trustee may conclusively assume that Remarketing Agent and Credit Issuer also received a copy of such notice. Notice of the date specified in exercise of an option to convert shall not be effective unless, within 10 days of the delivery of such notice, which rate shall be the lowest rate at which the Remarketing Agent there shall have received bidsbeen delivered to Trustee (i) written consent of Credit Issuer to such conversion unless the Letter of Credit expires or terminates in accordance with its terms upon such conversion and (ii) if the Letter of Credit will expire or terminate in accordance with its terms on the Fixed Interest Rate Date and if an Alternate Credit Facility or Alternate Letter of Credit is to be delivered upon the conversion, a commitment for the delivery of an Alternate Credit Facility or Alternate Letter of Credit to secure the Notes to be effective on and as of the Fixed Interest Rate Date. In the case of a conversion in accordance with this Section 2.04, Trustee shall, at the expense of Borrower, give notice by first-class mail (postage prepaid) to the Registered Owners not later less than the twelfth (12th) Business Day 30 days prior to the Conversion proposed Fixed Interest Rate Date stating (i) that the interest rate on such Notes is scheduled to be converted to a Fixed Interest Rate through the maturity date, (ii) the proposed Fixed Interest Rate Date, (iii) that Borrower, on or before the tenth day prior to purchase all the proposed Fixed Interest Rate Date, may determine not to convert the Notes, in which case Trustee shall, at the expense of Borrower, notify the Outstanding Project Bonds at Registered Owners in writing to such effect, (iv) whether a purchase price Letter of 100% of Credit will secure the outstanding principal amount thereof on Notes after the Conversion Date. Conversion conversion to the Fixed Interest Rate shall require and, in the prior written consent event that an Alternate Credit Facility or Alternate Letter of Credit is to be delivered in connection with the conversion, the name of the Company provider and its current ratings by each Rating Agency then rating the Bank. Notes and (bv) Any Project Bonds purchased by the Remarketing Agent or the Trustee pursuant to the terms of the Indenture after the Trustee has given notice of the establishment of a Conversion Date, pursuant to subsection (b) of Section 9 of this Bond Legislation, shall not that all such Outstanding Notes will be remarketed except subject to a buyer who agrees at the time of such mandatory purchase either (i) to accept on the Fixed Interest Rate on the Conversion Date or (ii) to require purchase of such Project Bonds by the Remarketing Agent or the Trustee on or before the Conversion Date pursuant to subsection (a), (b) or (c) of Section 7 of this Bond Legislation. (c) The Letter of Credit shall be cancelled on the fifteenth (15th) day following the Conversion Date, and the Trustee shall deliver the Letter of Credit to the Bank on such day, unless prior to such day the Trustee has received written notification from both the Company and the Bank stating that the Letter of Credit is not to be cancelled on such day. (d) In the event that the Letter of Credit or an Alternate Credit Facility is in effect with respect to the Project Bonds following the Conversion Date, the Fixed Interest Rate shall be adjusted on the Adjustment Date so as to equal the rate of interest, recommended by the Remarketing Agent and approved by the Company, for which the Remarketing Agent has received bids on or prior to the twelfth (12th) (12th) Business Day next preceding the Adjustment Date to purchase all Outstanding Project Bonds on the Adjustment Date at a price of 100% par plus accrued and unpaid interest, if any, and that such mandatory purchase will occur even if any condition to the conversion is not met or the Notes to be converted are not remarketed in full. Trustee, Borrower, Credit Issuer and Remarketing Agent shall not be liable to any Registered Owners for failure to give any notice required above or for failure of the principal amount thereofany Registered Owners to receive any such notice. Following such adjustmentUpon conversion under this Section, the Project Bonds Notes being converted shall bear interest at be subject to mandatory purchase on the Fixed Interest Rate determined Date. If any condition to which a conversion is subject is not satisfied in full or any Alternate Credit Facility or Alternate Letter of Credit required to be delivered in connection with such conversion is not delivered to Trustee or if the Notes being converted to a Fixed Interest Rate on such Fixed Interest Rate Date have not been fully remarketed by Remarketing Agent pursuant to this Section 8(d) until maturity8.09 hereof, all by 2:00 p.m., New York time, on the Fixed Interest Rate Date, then the proposed conversion shall be deemed to have failed, but the mandatory tender of the Notes under Section 4.07 hereof still shall occur.