1994-06-21 Minutes - Laserfiche WebLink

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 If the opinions described in the preceding paragraph are not delivered or are withdrawn, or if the Remarketing Agent fails to determine the interest rate applicable to the initial Rate Period during a new Mode or fails to determine an Adjustable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