Common use of Term Interest Rate Clause in Contracts

Term Interest Rate. (i) Determination of Term Interest Rate. During each Term Interest Rate Period, the Bonds shall bear interest at the Term Interest Rate determined by the Remarketing Agent on a Business Day selected by the Remarketing Agent, but not more than 60 days prior to and not later than the effective date of such Term Interest Rate Period. The Term Interest Rate shall be the rate determined by the Remarketing Agent on such date, and communicated on such date to the Trustee, the Paying Agent and the Company, by written notice or by telephone promptly confirmed by telecopy or other writing, as being the lowest rate (based on an examination of Tax-Exempt obligations comparable to the Bonds known by the Remarketing Agent to have been priced or traded under then prevailing market conditions) which would enable the Remarketing Agent to sell the Bonds on the effective date of such Term Interest Rate Period at a price (without regard to accrued interest) equal to 100% of the principal amount thereof, provided however, that if, for any reason, a Term Interest Rate for any Term Interest Rate Period shall not be determined or become effective, then (A) in the event the then-current Term Interest Rate Period is for one year or less, the Rate Period for the Bonds shall automatically convert to a Daily Interest Rate Period and (B) in the event the current Term Interest Rate Period is for more than one year, the Rate Period for the Bonds shall automatically adjust to a Term Interest Rate Period of one year and one day; provided, however, that if the last day of any successive Term Interest Rate Period shall not be a day immediately preceding a Business Day, then such successive Term Interest Rate Period shall end on the first day immediately preceding the Business Day next succeeding such day or, if such Term Interest Rate Period would end after the day prior to the final maturity date of the Bonds, the next succeeding Rate Period shall be a Term Interest Rate Period ending on the day prior to the final maturity date of the Bonds; provided further that in the case of clause (B) above, if the Company delivers to the Trustee a Favorable Opinion of Bond Counsel prior to the end of the then-effective Term Interest Rate Period, the Rate Period for the Bonds will adjust to a Daily Interest Rate Period. If the Daily Interest Rate for the first day of a Daily Interest Rate Period described in clause (A) above is not determined as provided in Section 2.02(b)(i) hereof the Daily Interest Rate for the first day of such Daily Interest Rate Period shall be 110% -18- Port of ▇▇▇▇▇▇ Series 1998A Trust Indenture of the most recent PSA Municipal Swap Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published or no longer publishes the PSA Municipal Swap Index, the variable rate index contained in the publication determined by the Remarketing Agent, or, if the Remarketing Agent is the Trustee, determined by the Company, as the most comparable to The Bond Buyer). If a Term Interest Rate for any such Term Interest Rate Period described in clause (B) above is not determined as described in the second preceding sentence, the Term Interest Rate for such Term Interest Rate Period shall be 110% of the most recent One-Year Note Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published or no longer publishes the One-Year Note Index, the one-year note index contained in the publication determined by the Remarketing Agent, or, if the Remarketing Agent is the Trustee, determined by the Company, as the most comparable to The Bond Buyer). (ii) Adjustment to or Continuation of Term Interest Rate Period. At any time, the Company, by written notice to the Issuer, the Trustee, the Paying Agent and the Remarketing Agent, may elect that the Bonds shall bear, or continue to bear, interest at a Term Interest Rate and shall determine the duration of the Term Interest Rate Period during which such Bonds shall bear interest at such Term Interest Rate. At the time the Company so elects an adjustment to or continuation of a Term Interest Rate Period, the Company may specify two or more consecutive Term Interest Rate Periods and, if the Company so specifies, shall specify the duration of each such Term Interest Rate Period as provided in this paragraph (ii). Such notice shall specify the effective date of each Term Interest Rate Period, which shall be (A) a Business Day not earlier than the fifteenth day following the third Business Day after the date of receipt by the Trustee and the Paying Agent of such notice (or such shorter period after the date of such receipt as shall be acceptable to the Trustee); (B) in the case of an adjustment from or continuation of a Term Interest Rate Period, a day on which the Bonds would be permitted to be redeemed at the option of the Company pursuant to Section 4.02(b)(iii) hereof or the day immediately following the last day of the then current Term Interest Rate Period; and (C) in the case of an adjustment from a Flexible Interest Rate Period either (1) the day immediately following the last day of the then-current Flexible Interest Rate Period as determined in accordance with Section 2.02(e)(iv)(A) hereof, or (2) for each Bond, the day immediately following the last day of the last Flexible Segment for such Bond in the then current Flexible Interest Rate Period as determined in accordance with Section 2.02(e)(iv)(B) hereof; provided however, that if prior to the Company's making such election, any Bonds shall have been called for redemption and such redemption shall not have theretofore been effected, the effective date of such Term Interest Rate Period shall not precede such redemption date. In addition, such notice shall be accompanied by a Favorable Opinion of Bond Counsel with respect to such adjustment or continuation. If, by 15 days prior to the end of the then-current Term Interest Rate Period, the Trustee shall not have received notice of the Company's election that the Bonds shall bear interest at a Daily Interest Rate, a Weekly Interest Rate, a Term Interest Rate or a Flexible Interest Rate accompanied by a Favorable Opinion of Bond Counsel, the next succeeding Rate Period shall be (A) in the event the then-current Term Interest Rate Period is for one year or less, the Rate Period for the Bonds shall automatically convert to -19- Port of ▇▇▇▇▇▇ Series 1998A Trust Indenture

Term Interest Rate. (i) Determination of Term Interest Rate. During each Term Interest Rate Period, the Bonds shall bear interest at the Term Interest Rate determined by the Remarketing Agent on a Business Day selected by the Remarketing Agent, but not more than 60 days prior to and not later than the effective date of such Term Interest Rate Period. The Term Interest Rate shall be the rate determined by the Remarketing Agent on such date, and communicated on such date to the Trustee, the Paying Agent and the Company, by written notice or by telephone promptly confirmed by telecopy or other writing, as being the lowest rate (based on an examination of Tax-Exempt obligations comparable to the Bonds known by the Remarketing Agent to have been priced or traded under then prevailing market conditions) which would enable the Remarketing Agent to sell the Bonds on the effective date of such Term Interest Rate Period at a price (without regard to accrued interest) equal to 100% of the principal amount thereof, provided however, that if, for any reason, a Term Interest Rate for any Term Interest Rate Period shall not be determined or become effective, then (A) in the event the then-current Term Interest Rate Period is for one year or less, the Rate Period for the Bonds shall automatically convert to a Daily Interest Rate Period and (B) in the event the current Term Interest Rate Period is for more than one year, the Rate Period for the Bonds shall automatically adjust to a Term Interest Rate Period of one year and one day; provided, however, that if the last day of any successive Term Interest Rate Period shall not be a day immediately preceding a Business Day, then such successive Term Interest Rate Period shall end on the first day immediately preceding the Business Day next succeeding such day or, if such Term Interest Rate Period would end after the day prior to the final maturity date of the Bonds, the next succeeding Rate Period shall be a Term Interest Rate Period ending on the day prior to the final maturity date of the Bonds; provided further that in the case of clause (B) above, if the Company delivers to the Trustee a Favorable Opinion of Bond Counsel prior to the end of the then-effective Term Interest Rate Period, the Rate Period for the Bonds will adjust to a Daily Interest Rate Period. If the Daily Interest Rate for the first day of a Daily Interest Rate Period described in clause (A) above is not determined as provided in Section 2.02(b)(i) hereof the Daily Interest Rate for the first day of such Daily Interest Rate Period shall be 110% -18- Port of ▇▇▇▇▇▇ Forsyth Series 1998A 1998B Trust Indenture of the most recent PSA Municipal Swap Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published or no longer publishes the PSA Municipal Swap Index, the variable rate index contained in the publication determined by the Remarketing Agent, or, if the Remarketing Agent is the Trustee, determined by the Company, as the most comparable to The Bond Buyer). If a Term Interest Rate for any such Term Interest Rate Period described in clause (B) above is not determined as described in the second preceding sentence, the Term Interest Rate for such Term Interest Rate Period shall be 110% of the most recent One-Year Note Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published or no longer publishes the One-Year Note Index, the one-year note index contained in the publication determined by the Remarketing Agent, or, if the Remarketing Agent is the Trustee, determined by the Company, as the most comparable to The Bond Buyer). (ii) Adjustment to or Continuation of Term Interest Rate Period. At any time, the Company, by written notice to the Issuer, the Trustee, the Paying Agent and the Remarketing Agent, may elect that the Bonds shall bear, or continue to bear, interest at a Term Interest Rate and shall determine the duration of the Term Interest Rate Period during which such Bonds shall bear interest at such Term Interest Rate. At the time the Company so elects an adjustment to or continuation of a Term Interest Rate Period, the Company may specify two or more consecutive Term Interest Rate Periods and, if the Company so specifies, shall specify the duration of each such Term Interest Rate Period as provided in this paragraph (ii). Such notice shall specify the effective date of each Term Interest Rate Period, which shall be (A) a Business Day not earlier than the fifteenth day following the third Business Day after the date of receipt by the Trustee and the Paying Agent of such notice (or such shorter period after the date of such receipt as shall be acceptable to the Trustee); (B) in the case of an adjustment from or continuation of a Term Interest Rate Period, a day on which the Bonds would be permitted to be redeemed at the option of the Company pursuant to Section 4.02(b)(iii) hereof or the day immediately following the last day of the then current Term Interest Rate Period; and (C) in the case of an adjustment from a Flexible Interest Rate Period either (1) the day immediately following the last day of the then-current Flexible Interest Rate Period as determined in accordance with Section 2.02(e)(iv)(A) hereof, or (2) for each Bond, the day immediately following the last day of the last Flexible Segment for such Bond in the then current Flexible Interest Rate Period as determined in accordance with Section 2.02(e)(iv)(B) hereof; provided provided, however, that if prior to the Company's making such election, any Bonds shall have been called for redemption and such redemption shall not have theretofore been effected, the effective date of such Term Interest Rate Period shall not precede such redemption date. In addition, such notice shall be accompanied by a Favorable Opinion of Bond Counsel with respect to such adjustment or continuation. If, by 15 days prior to the end of the then-current Term Interest Rate Period, the Trustee shall not have received notice of the Company's election that the Bonds shall bear interest at a Daily Interest Rate, a Weekly Interest Rate, a Term Interest Rate or a Flexible Interest Rate accompanied by a Favorable Opinion of Bond Counsel, the next succeeding Rate Period shall be (A) in the event the then-current Term Interest Rate Period is for one year or less, the Rate Period for the Bonds shall automatically convert to -19- Port Forsyth Series 1998B Trust Indenture a Daily Interest Rate Period and (B) in the event the current Term Interest Rate Period is for more than one year, the Rate Period for the Bonds shall automatically adjust to a Term Interest Rate Period of ▇▇▇▇▇▇ one year and one day, provided however, that if the last day of any successive Term Interest Rate Period shall not be a day immediately preceding a Business Day, then such successive Term Interest Rate Period shall end on the first day immediately preceding the Business Day next succeeding such day or, if such Term Interest Rate Period would end after the day prior to the final maturity date of the Bonds, the next succeeding Rate Period shall be a Term Interest Rate Period ending on the day prior to the final maturity date of the Bonds; provided however, that in the case of clause (B) above, if the Company delivers to the Trustee a Favorable Opinion of Bond Counsel prior to the end of the then-effective Term Interest Rate Period, the Rate Period for the Bonds will adjust to a Daily Interest Rate Period. If the Daily Interest Rate for the first day of a Daily Interest Rate Period described in clause (A) above is not determined as provided in Section 2.02(b)(i) hereof, the Daily Interest Rate for the first day of such Daily Interest Rate Period shall be 110% of the most recent PSA Municipal Swap Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published or no longer publishes the PSA Municipal Swap Index, the variable rate index contained in the publication determined by the Remarketing Agent, or, if the Remarketing Agent is the Trustee, determined by the Company, as the most comparable to The Bond Buyer). If a Term Interest Rate for any such Term Interest Rate Period described in clause (B) above is not determined as described in the second preceding sentence, the Term Interest Rate for such Term Interest Rate Period shall be 110% of the most recent One-Year Note Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published or no longer publishes the One-Year Note Index, the one-year note index contained in the publication determined by the Remarketing Agent, or, if the Remarketing Agent is the Trustee, determined by the Company, as the most comparable to The Bond Buyer). At the same time that the Company elects to have the Bonds bear interest at a Term Interest Rate or to continue to bear interest at a Term Interest Rate, the Company may also elect that such Term Interest Rate Period shall be automatically renewed for successive Term Interest Rate Periods each having the same duration as the Term Interest Rate Period so specified; provided however, that such election must be accompanied by a Favorable Opinion of Bond Counsel with respect to such continuing automatic renewals of such Term Interest Rate Period. If such election is made, no opinion of Bond Counsel shall be required in connection with the commencement of each successive Term Interest Rate Period determined in accordance with such election. Further, at the same time that the Company elects to have the Bonds bear interest at a Term Interest Rate or continue to bear interest at a Term Interest Rate (or such later date as is acceptable to the Trustee and the Remarketing Agent), subject to the provisions of Section 4.02(c) hereof the Company may also specify to the Trustee optional redemption prices and periods different from those set out in Section 4.02 hereof during the Term Interest Rate Period(s) with respect to which such election is made. (iii) Notice of Adjustment to or Continuation of Term Interest Rate Period. The Trustee shall give notice by Mail of an adjustment to or continuation of a Term -20- Forsyth Series 1998A 1998B Trust IndentureIndenture Interest Rate Period to the Owners not less than 15 days prior to the effective date of such Term Interest Rate Period. Such notice shall state (A) that the interest rate on the Bonds will be adjusted to, or continue to be, a Term Interest Rate (subject to the Company's ability to rescind its election as provided in Section 2.02(g) hereof), (B) the effective date of such Term Interest Rate Period, (C) that the Term Interest Rate for such Term Interest Rate Period will be determined not later than the effective date thereof (D) how such Term Interest Rate may be obtained from the Remarketing Agent, (E) that, during such Term Interest Rate Period, the Owners of such Bonds will not have the right to tender their Bonds for purchase, and (F) that such Bonds are thereby subject to mandatory purchase on such effective date.

Term Interest Rate. (i) Determination of Term Interest Rate. During each Term Interest Rate Period, the Bonds shall bear interest at the Term Interest Rate determined by the Remarketing Agent on a Business Day selected by the Remarketing Agent, but not more than 60 days prior to and not later than the effective date of such Term Interest Rate Period. The Term Interest Rate shall be the rate determined by the Remarketing Agent on such date, and communicated on such date to the Trustee, the Paying Agent and the Company, by written notice or by telephone promptly confirmed by telecopy or other writing, as being the lowest rate (based on an examination of Tax-Exempt obligations comparable to the Bonds known by the Remarketing Agent to have been priced or traded under then prevailing market conditions) which would enable the Remarketing Agent to sell the Bonds on the effective date of such Term Interest Rate Period at a price (without regard to accrued interest) equal to 100% of the principal amount thereof, provided however, that if, for any reason, a Term Interest Rate for any Term Interest Rate Period shall not be determined or become effective, then (A) in the event the then-current Term Interest Rate Period is for one year or less, the Rate Period for the Bonds shall automatically convert to a Daily Interest Rate Period and (B) in the event the current Term Interest Rate Period is for more than one year, the Rate Period for the Bonds shall -18- Forsyth Series 1998A Trust Indenture automatically adjust to a Term Interest Rate Period of one year and one day; provided, however, that if the last day of any successive Term Interest Rate Period shall not be a day immediately preceding a Business Day, then such successive Term Interest Rate Period shall end on the first day immediately preceding the Business Day next succeeding such day or, if such Term Interest Rate Period would end after the day prior to the final maturity date of the Bonds, the next succeeding Rate Period shall be a Term Interest Rate Period ending on the day prior to the final maturity date of the Bonds; provided further that in the case of clause (B) above, if the Company delivers to the Trustee a Favorable Opinion of Bond Counsel prior to the end of the then-effective Term Interest Rate Period, the Rate Period for the Bonds will adjust to a Daily Interest Rate Period. If the Daily Interest Rate for the first day of a Daily Interest Rate Period described in clause (A) above is not determined as provided in Section 2.02(b)(i) hereof the Daily Interest Rate for the first day of such Daily Interest Rate Period shall be 110% -18- Port of ▇▇▇▇▇▇ Series 1998A Trust Indenture of the most recent PSA Municipal Swap Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published or no longer publishes the PSA Municipal Swap Index, the variable rate index contained in the publication determined by the Remarketing Agent, or, if the Remarketing Agent is the Trustee, determined by the Company, as the most comparable to The Bond Buyer). If a Term Interest Rate for any such Term Interest Rate Period described in clause (B) above is not determined as described in the second preceding sentence, the Term Interest Rate for such Term Interest Rate Period shall be 110% of the most recent One-Year Note Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published or no longer publishes the One-Year Note Index, the one-year note index contained in the publication determined by the Remarketing Agent, or, if the Remarketing Agent is the Trustee, determined by the Company, as the most comparable to The Bond Buyer). (ii) Adjustment to or Continuation of Term Interest Rate Period. At any time, the Company, by written notice to the Issuer, the Trustee, the Paying Agent and the Remarketing Agent, may elect that the Bonds shall bear, or continue to bear, interest at a Term Interest Rate and shall determine the duration of the Term Interest Rate Period during which such Bonds shall bear interest at such Term Interest Rate. At the time the Company so elects an adjustment to or continuation of a Term Interest Rate Period, the Company may specify two or more consecutive Term Interest Rate Periods and, if the Company so specifies, shall specify the duration of each such Term Interest Rate Period as provided in this paragraph (ii). Such notice shall specify the effective date of each Term Interest Rate Period, which shall be (A) a Business Day not earlier than the fifteenth day following the third Business Day after the date of receipt by the Trustee and the Paying Agent of such notice (or such shorter period after the date of such receipt as shall be acceptable to the Trustee); (B) in the case of an adjustment from or continuation of a Term Interest Rate Period, a day on which the Bonds would be permitted to be redeemed at the option of the Company pursuant to Section 4.02(b)(iii) hereof or the day immediately following the last day of the then current Term Interest Rate Period; and (C) in the case of an adjustment from a Flexible Interest Rate Period either (1) the day immediately following the last day of the then-current Flexible Interest Rate Period as determined in accordance with Section 2.02(e)(iv)(A) hereof, or (2) for each Bond, the day immediately following the last day of the last Flexible Segment for such Bond in the -19- Forsyth Series 1998A Trust Indenture then current Flexible Interest Rate Period as determined in accordance with Section 2.02(e)(iv)(B) hereof; provided provided, however, that if prior to the Company's making such election, any Bonds shall have been called for redemption and such redemption shall not have theretofore been effected, the effective date of such Term Interest Rate Period shall not precede such redemption date. In addition, such notice shall be accompanied by a Favorable Opinion of Bond Counsel with respect to such adjustment or continuation. If, by 15 days prior to the end of the then-current Term Interest Rate Period, the Trustee shall not have received notice of the Company's election that the Bonds shall bear interest at a Daily Interest Rate, a Weekly Interest Rate, a Term Interest Rate or a Flexible Interest Rate accompanied by a Favorable Opinion of Bond Counsel, the next succeeding Rate Period shall be (A) in the event the then-current Term Interest Rate Period is for one year or less, the Rate Period for the Bonds shall automatically convert to -19- Port a Daily Interest Rate Period and (B) in the event the current Term Interest Rate Period is for more than one year, the Rate Period for the Bonds shall automatically adjust to a Term Interest Rate Period of ▇▇▇▇▇▇ one year and one day, provided however, that if the last day of any successive Term Interest Rate Period shall not be a day immediately preceding a Business Day, then such successive Term Interest Rate Period shall end on the first day immediately preceding the Business Day next succeeding such day or, if such Term Interest Rate Period would end after the day prior to the final maturity date of the Bonds, the next succeeding Rate Period shall be a Term Interest Rate Period ending on the day prior to the final maturity date of the Bonds; provided however, that in the case of clause (B) above, if the Company delivers to the Trustee a Favorable Opinion of Bond Counsel prior to the end of the then-effective Term Interest Rate Period, the Rate Period for the Bonds will adjust to a Daily Interest Rate Period. If the Daily Interest Rate for the first day of a Daily Interest Rate Period described in clause (A) above is not determined as provided in Section 2.02(b)(i) hereof, the Daily Interest Rate for the first day of such Daily Interest Rate Period shall be 110% of the most recent PSA Municipal Swap Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published or no longer publishes the PSA Municipal Swap Index, the variable rate index contained in the publication determined by the Remarketing Agent, or, if the Remarketing Agent is the Trustee, determined by the Company, as the most comparable to The Bond Buyer). If a Term Interest Rate for any such Term Interest Rate Period described in clause (B) above is not determined as described in the second preceding sentence, the Term Interest Rate for such Term Interest Rate Period shall be 110% of the most recent One-Year Note Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published or no longer publishes the One-Year Note Index, the one-year note index contained in the publication determined by the Remarketing Agent, or, if the Remarketing Agent is the Trustee, determined by the Company, as the most comparable to The Bond Buyer). At the same time that the Company elects to have the Bonds bear interest at a Term Interest Rate or to continue to bear interest at a Term Interest Rate, the Company may also elect that such Term Interest Rate Period shall be automatically renewed for successive Term Interest Rate Periods each having the same duration as the Term Interest Rate Period so specified; provided however, that such election must be accompanied by a -20- Forsyth Series 1998A Trust IndentureIndenture Favorable Opinion of Bond Counsel with respect to such continuing automatic renewals of such Term Interest Rate Period. If such election is made, no opinion of Bond Counsel shall be required in connection with the commencement of each successive Term Interest Rate Period determined in accordance with such election. Further, at the same time that the Company elects to have the Bonds bear interest at a Term Interest Rate or continue to bear interest at a Term Interest Rate (or such later date as is acceptable to the Trustee and the Remarketing Agent), subject to the provisions of Section 4.02(c) hereof the Company may also specify to the Trustee optional redemption prices and periods different from those set out in Section 4.02 hereof during the Term Interest Rate Period(s) with respect to which such election is made. (iii) Notice of Adjustment to or Continuation of Term Interest Rate Period. The Trustee shall give notice by Mail of an adjustment to or continuation of a Term Interest Rate Period to the Owners not less than 15 days prior to the effective date of such Term Interest Rate Period. Such notice shall state (A) that the interest rate on the Bonds will be adjusted to, or continue to be, a Term Interest Rate (subject to the Company's ability to rescind its election as provided in Section 2.02(g) hereof), (B) the effective date of such Term Interest Rate Period, (C) that the Term Interest Rate for such Term Interest Rate Period will be determined not later than the effective date thereof (D) how such Term Interest Rate may be obtained from the Remarketing Agent, (E) that, during such Term Interest Rate Period, the Owners of such Bonds will not have the right to tender their Bonds for purchase, and (F) that such Bonds are thereby subject to mandatory purchase on such effective date.