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<br />. <br />. <br /> <br />. <br /> <br />. <br /> <br />. <br /> <br />In the event of any total or partial failure of <br />remarketing of the Bonds by the Remarketing <br />Agent, Bondholders having tendered or deemed to <br />have tendered Bonds for purchase shall be paid <br />the Purchase Price from the proceeds of a draw or <br />draws on the Initial Letter of Credit for the <br />mandatory purchase of Bonds and all Bonds not <br />remarketed shall be delivered by the Fiscal Agent <br />to the Bank and shall be Bank Bonds for purposes <br />of the Reimbursement Agreement. <br /> <br />Section 3. Paragraph E of Section 5 of the Resolution is <br />hereby amended to read as follows: <br /> <br />E. Alternate Credit Facility, On or prior <br />to the fifteenth day prior to each Reset Date, <br />the Agency shall file with the Fiscal Agent and <br />the Remarketing Agent an Alternate Credit <br />.'Faci'lity having an effective date not later than <br />the Reset Date, covering the payment of principal <br />of and interest on the Bonds for the next Reset <br />Period and, unless the Reset Period extends to <br />the final maturity date on the Bonds, the payment <br />of the Purchase Price of all Outstanding Bonds as <br />provided for in Section 50 above. Any Alternate <br />Credit Facility shall have a term of not less <br />than one year, expiring on or after the next <br />succeeding Reset Date. In the event the Reset <br />Period extends to the final maturity of the <br />Bonds, the Agency may elect not to provide an <br />Alternate Credit Facility, in which case the <br />Agency shall so notify the Remarketing Agent not <br />later than ten (10) Business Days prior to the <br />.Reset.Date. The Agency shall file with all <br />investment rating agencies then having a rating <br />on the Bonds a commitment for an Alternate Credit <br />Facility, or shall advise each rating agency in <br />the event the Agency elects not to deliver an <br />Alternate Credit Facility, sufficiently in <br />advance of the Reset Date so that said rating <br />agency may advise the Agency not later than 15 <br />days prior to the Reset Date as to whether the <br />rating on the Bonds will be continued or will be <br />lowered or withdrawn as a result of the delivery <br />by the Agency of said Alternate Credit Facility <br />or the nondelivery by the Agency of an Alternate <br />Credit Facility. <br /> <br />In the event that, during any Reset Period, the <br />Agency chooses to substitute any Alternate Credit <br /> <br />2023k/2281/05 <br /> <br />5A' <br /> <br />-2- <br /> <br />III,. <br />