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Auction Agent. Such notice shall be effective only if it is accompanied by an opinion of nationally recognized bond counsel to the effect that such adjustment is authorized by the Indenture, is permitted under the Code and will not have an adverse effect on the exclusion of interest on the AIRS from gross income for federal income tax purposes. An adjustment in the respective percentages used to determine the Minimum Rate, the Maximum Rate and the Non-Payment Rate shall take effect on an Auction Date only if: (i) the Trustee and the Auction Agent receive, by 11:00 a.m., New York City time, on the Business Day immediately preceding such Auction Date, a certificate from the Market Agent by telecopy or similar means, in substantially the form required under the Indenture authorizing the adjustment of the percentage used in determining the Minimum Rate, the percentage of the Index used in determining the Non-Payment Rate and the Applicable Percentages used in determining the Maximum Rate which shall be specified in such authorization, and confirming that nationally recognized bond counsel expects to be able to give an opinion on or prior to such Auction Date to the effect that the adjustment in the percentage used in determining the Minimum Rate, the percentage of the Index used in determining the Non-Payment Rate and the Applicable Percentages used in determining the Maximum Rate, is authorized by the Indenture, is permitted under the Code, and will not have an adverse effect on the exclusion of interest on the AIRS from gross income for federal income tax purposes; and (ii) the Trustee and the Auction Agent receive by 9:30 a.m., New York City time, on such Auction Date, and opinion of nationally recognized bond counsel to the effect that the adjustment in the percentage used in determining the Minimum Rate, the percentage of the Index used in determining the Non-Payment Rate and the Applicable Percentages used in determining the Maximum Rate are authorized by the Indenture,are permitted under the Code and will not have an adverse effect on the exclusion of interest on the AIRS from gross income for federal income tax purposes. If any of the conditions referred to in (i) above are not met, the existing percentage used in determining the Minimum Rate, the percentage of the Index used in determining the Non-Payment Rate and the Applicable Percentages used in determining the Maximum Rate shall remain in effect and the rate of interest on ARS for the next succeeding Auction Period shall be determined in accordance with. the Auction Procedures. If any of the conditions referred to in (i) or(ii) above are not met, the existing percentage used in determining the Minimum Rate, the percentage of the Index used in determining the Non-Payment Rate and the Applicable Percentages used in determining the Maximum Rate shall remain in effect and the rate of interest for the next succeeding Auction Period shall equal the sum of the Maximum Rate on the Auction Date and the Service Charge Rate. DESCRIPTION OF AUCTION Auction Participants Existing Holders and Potential Holders Participants in each Auction will include: (i) "Existing Holders",which shall mean any person who is listed as the Beneficial Owner of ARS (which are not Fixed)in the records of the Auction Agent(described below)at the close of business on the Business Day preceding each Auction, and who shall have executed a Purchaser's Letter and(ii) "Potential Holders", which shall mean any person, including any Existing Holder,who shall have executed (and not withdrawn or terminated)a Purchaser's Letter and who may be interested in acquiring ARS(or, in the case of an Existing Holder, an additional principal amount of ARS). Beneficial Owners of ARS which were Fixed at the close of business on the Auction Record Date immediately preceding any Auction Date are not Existing Holders for purposes of the Auction Procedures, whether or not listed as the owner thereof on the records of the Auction Agent, and, with respect to such ARS, may not participate in the Auction held on such Auction Date. Such Fixed ARS will not be included in the aggregate principal amount of ARS held by such Existing Holder for the purposes of the Auction Procedures. G-11