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1994-06-21 Minutes
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1994-06-21 Minutes
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Period or subsequent Adjustment Date shall take effect without, an Opinion of Bond Counsel to the effect that such <br />• designation (i) is authorized or permitted by the Indenture, (ii) will not have an adverse effect on any exemption <br />from federal income taxation to which the interest on the Bonds would otherwise be entitled, and{iii) will not have <br />an adverse effect on the validity or enforceability of any Bond. Such opinion shall not be required, however, with <br />respect to (i) a Weekly Mode or an Adjustable Long Mode with a duration of 366 days or less if the immediately <br />preceding Adjustment Period was a Weekly Mode or an Adjustable Long Mode with a duration of 366 days or less, <br />or (ii) an Adjustable Long Mode with a duration of more than 366 days if the immediately preceding Adjustment <br />Period was an Adjustable Long Mode with a duration of more than 366 days. If an Opinion of Bond Counsel is <br />required to be delivered, the conversion contemplated by such opinion shall not become effective unless prior to <br />11:00 a.m., New York City time, on the applicable Adjustment Date the Trustee shall have received an Opinion <br />of Bond Counsel, dated the Adjustment Date, reaffirming the conclusions of the opinion. <br />If the opinions described in the preceding paragraph are not delivered or are withdrawn, or if the <br />Remarketing Agent fails to determine the interest rate applicable to the initial Rate Period during a new Mode or <br />fails to determine an Adjustable Long Rate on a Rate Determination Date for a Rate Period within an Adjustable <br />Long Mode which is not a scheduled Adjustment Date, then the immediately succeeding Adjustment Period with <br />respect to the Bonds in the Adjustment Period or Rate Period then ending shall be a Weekly Mode; provided, <br />however, that in the event the preceding Rate Period was longer than 366 days in duration, in order for the Bonds <br />to so commence operation in a Weekly Mode, the Remarketing Agent shall have obtained (i) certificates from the <br />Authority, the Trustee and the Credit Facility Issuer that there have been no changes in the applicable Credit <br />Facility, the documents executed and delivered in connection with the original delivery of the Bonds, or in any other <br />aspect of the action contemplated by the Indenture since the original delivery of the Bonds, or (ii) an Opinion of <br />Bond Counsel to the. effect that the validity of the Bonds and any exemption from federal income taxation to which <br />interest on the Bonds would otherwise be entitled would not be impaired by reason of the commencement of <br />operation in such Weekly Mode. If the Remarketing Agent cannot obtain such certificates or opinion, in the case <br />of a failed Mode conversion, the immediately succeeding Adjustment Period shall consist of one Rate Period in an <br />• Adjustable Long Mode of a duration of 366 days. <br />Conversion to Fired Mode. <br />On any Rate Change Date during an Adjustable Long Mode or on any Business Day during a Weekly <br />Mode, the interest rate to be borne by all or any portion of the Bonds in such Mode may be converted to a Fixed <br />Rate upon receipt by the Trustee and the Tender Agent of a direction from the Authority not less than 15 days prior <br />to the Conversion Date specified in such direction. A Conversion Date for any Bond will be a mandatory purchase <br />date for such Bond. The owners of Bonds required to be tendered may not elect to retain such Bonds. <br />A Fixed Rate will be determined for each Bond being so converted on the basis of the Maturity for such <br />Bond, taking into consideration any mandatory sinking fund redemption requirements for such Bonds. Such <br />direction shall be accompanied by (i) a firm underwriting or purchase contract from a recognized firm of bond <br />underwriters or recognized institutional investors ("Qualified Underwriters") to underwrite or purchase all Bonds <br />which are to be converted on such Conversion Date at ~a price of 100 % of the principal amount thereof, which shall <br />request the Trustee to designate on which dates such Bonds will be subject to mandatory sinking fund redemption <br />or payment at Maturity, which dates, together with any such designations in connection with prior conversions, shall <br />conform to the mandatory sinking fund redemption payment schedule set forth in the Indenture, (ii) a certification <br />from such Qualified Underwriters that, in their best judgment under prevailing market conditions, the Fixed Rate <br />for each Bond specified in such underwriting or purchase contract equals the minimum interest rate necessary to <br />remarket such Bond on the Conversion Date at 1009b of the principal amount thereof, and (iii) an Opinion of Bond <br />Counsel addressed to the Authority and the Trustee (which opinion shall be reaffirmed on the applicable Conversion <br />Date prior to 11:00 am., New York City time) to the effect that such conversion (a) is authorized or permitted by <br />the Indenture, (b) will not have an adverse effect on any exemption from federal income taxation to which the <br />interest on the Bonds would otherwise be entitled, and (c) will not have an adverse effect on the validity or <br />enforceability of any Bond. The determination of the Fixed Rate for any Bonds will be conclusive and binding upon <br />the owners of such Bonds, the Authority and the Trustee. <br />-8- <br />
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