Conversion to Fixed Interest Rate. (a) The Authority may at its option convert the interest rate on all or a portion of the Adjustable Rate Bonds on any Effective Rate Date to Fixed Interest Rates as described herein upon written notice to the other Notice Parties that the Authority will cause a Conversion of the Adjustable Rate Bonds (or such portion thereof) on the Conversion Date set forth in such written notice, which Conversion Date shall not occur sooner than 45 days after the date of such notice; provided that if only a portion of the Adjustable Rate Bonds are to be Converted, the consent of the Liquidity Facility Provider (which consent shall not be unreasonably withheld) shall be obtained prior to such Conversion, and provided, further, that no partial Conversion of SAVRS Rate Bonds shall cause the Outstanding principal amount of SAVRS Rate Bonds to be (i) less than $10,000,000 without the approval of the Broker-Dealers and (ii) other than in multiples of $25,000. (b) Prior to the Conversion of any of the Adjustable Rate Bonds, the Trustee shall deliver a notice to the Owners of the Adjustable Rate Bonds to be Converted, not less than 30 days prior to the Conversion Date, setting forth the following information: (i) that the interest rate on such Adjustable Rate Bonds will be converted to a Fixed Interest Rate; (ii) the proposed Conversion Date; (iii) that such Adjustable Rate Bonds will be remarketed by the Remarketing Agent or purchased by the Trustee on the Conversion Date; and (iv) that the Authority may elect to cancel such Conversion, notice of which shall be given to Bondowners at least 15 days prior to the proposed Conversion Date. If the Authority elects not to proceed with such Conversion, the Authority shall give notice of the cancellation of the Conversion to the Notice Parties not less than 20 days prior to the proposed Conversion Date and, thereafter, the Trustee shall give notice to each Owner of the Adjustable Rate Bonds of such cancellation of the proposed Conversion not later than the 15th day prior to the proposed Conversion Date for which the foregoing notice was given. (c) Upon any Conversion, the Adjustable Rate Bonds to be Converted shall be subject to mandatory tender in accordance with this Section 3.7 and Section 3.9 of this Series Indenture, and the Owners thereof shall be notified of such Conversion as provided herein. No Adjustable Rate Bonds to be Converted shall be remarketed by the Remarketing Agent subsequent to the date of notice of such Conversion except to purchasers who agree to accept the Fixed Interest Rate. (d) Any Adjustable Rate Bonds that are Converted will bear interest at Fixed Interest Rates determined upon such Conversion until the maturity or prior redemption thereof. The Remarketing Agent shall determine the Fixed Interest Rates as those rates which, in the determination of the Remarketing Agent, would result as nearly as practicable in the market value of the Converted Adjustable Rate Bonds on the Conversion Date being 100% of the principal amount thereof. The determination by the Remarketing Agent of the Fixed Interest Rates to be borne by the Bonds in accordance with this Section 3.7 shall be conclusive and binding on the Owners of the Bonds and the other Notice Parties, except as otherwise provided herein. The Adjustable Rate Bonds tendered but not Converted shall bear interest in such Mode as determined by the Authority in accordance with Section 2.2(f) of this Series Indenture. (e) Notwithstanding the preceding paragraph, no Fixed Interest Rate shall be established unless, on or before the Rate Determination Date for such Fixed Interest Rate Period, a Counsel's Opinion has been delivered to the Trustee to the effect that the Conversion to a Fixed Interest Rate in accordance with the provisions of this Series Indenture is lawful under the Act and is permitted by this Series Indenture and will not cause interest on the 2002 Series A Tax-Exempt Bonds to be included in gross income of the owners thereof for federal income tax purposes. (f) On any Conversion Date, all Adjustable Rate Bonds subject to Conversion on such Conversion Date shall automatically, upon such Conversion, bear a subseries designation determined by the Authority and the Trustee. The Trustee, with the cooperation of the Authority and at the Authority's expense, shall cause the preparation, execution, issuance, authentication and delivery of replacement Bonds in connection with a Conversion.
Appears in 1 contract
Sources: Indenture
Conversion to Fixed Interest Rate. (a) The Authority may at its option convert At any time, the interest rate on all or Company may, by notice in writing to the Issuer, the Trustee, the Paying Agent, the Remarketing Agent and the Bank direct that a portion of the Adjustable Rate Bonds on any Effective Rate Date to Fixed Interest Rates as described herein upon written Rate be established for the Bonds. The Company's notice to the other Notice Parties that the Authority will cause a Conversion of the Adjustable Rate Bonds shall set forth: (or such portion thereofi) on the Conversion Date set forth in such written noticedesired by the Company, which Conversion shall be an Interest Payment Date shall not occur sooner less than 45 thirty (30) days after the date of such notice; provided that if only a portion of the Adjustable Rate Bonds are to be Converted, the consent of the Liquidity Facility Provider (which consent shall not be unreasonably withheld) shall be obtained prior to such Conversion, and provided, further, that no partial Conversion of SAVRS Rate Bonds shall cause the Outstanding principal amount of SAVRS Rate Bonds to be (i) less than $10,000,000 without the approval of the Broker-Dealers and (ii) other than in multiples of $25,000.
(b) Prior to the Conversion of any of date the Adjustable Fixed Interest Rate Bondsshall be established, the Trustee which shall deliver a notice to the Owners of the Adjustable Rate Bonds to be Converted, not less than 30 days twelve (12) Business Days prior to the Conversion Date, setting forth the following information:
(i) . The notice shall be accompanied by an opinion of Independent Tax Counsel stating that the interest rate on such Adjustable Rate Bonds will be converted conversion to a Fixed Interest Rate;
(ii) Rate is authorized and permitted by this Indenture and the proposed Conversion Date;
(iii) Act, and that such Adjustable Rate Bonds conversion will be remarketed by not adversely affect the Remarketing Agent or purchased by the Trustee exemption of interest on the Conversion Date; and
(iv) that the Authority may elect to cancel such Conversion, notice of which shall be given to Bondowners at least 15 days prior to the proposed Conversion Date. If the Authority elects not to proceed with such Conversion, the Authority shall give notice of the cancellation of the Conversion to the Notice Parties not less than 20 days prior to the proposed Conversion Date and, thereafter, the Trustee shall give notice to each Owner of the Adjustable Rate Bonds of such cancellation of the proposed Conversion not later than the 15th day prior to the proposed Conversion Date for which the foregoing notice was given.
(c) Upon any Conversion, the Adjustable Rate Bonds to be Converted shall be subject to mandatory tender in accordance with this Section 3.7 and Section 3.9 of this Series Indenture, and the Owners thereof shall be notified of such Conversion as provided herein. No Adjustable Rate Bonds to be Converted shall be remarketed by the Remarketing Agent subsequent to the date of notice of such Conversion except to purchasers who agree to accept the Fixed Interest Rate.
(d) Any Adjustable Rate Bonds that are Converted will bear interest at Fixed Interest Rates determined upon such Conversion until the maturity or prior redemption thereoffrom Federal income taxation. The Remarketing Agent shall determine the Fixed Interest Rates as those rates whichRate on the date specified in such notice, in which rate shall be the determination lowest rate at which the Remarketing Agent shall have received bids, not later than the twelfth (12th) Business Day prior to the Conversion Date, to purchase all of the Remarketing Agent, would result as nearly as practicable in the market value Outstanding Bonds at a purchase price of 100% of the Converted Adjustable outstanding principal amount thereof on the Conversion Date. Prior to the Expiration Date of the Letter of Credit, conversion to the Fixed Interest Rate shall require the prior written consent of the Bank.
(b) Any Bonds purchased by the Remarketing Agent or the Paying Agent pursuant to the terms of this Indenture after the Trustee has given notice of the establishment of a Conversion Date, pursuant to subsection (b) of Section 302 of this Indenture, shall not be remarketed except to a buyer who agrees at the time of such purchase either (i) to accept the Fixed Interest Rate on the Conversion Date, or (ii) to require purchase of such Bonds by the Remarketing Agent or the Paying Agent on or before the Conversion Date pursuant to subsection (a) or (b) of Section 401 of this Indenture.
(c) The Letter of Credit shall be cancelled on the fifteenth (15th) day following the Conversion Date, and the Trustee shall deliver the Letter of Credit to the Bank on such day, unless prior to such day the Trustee has received written notification from both the Company and the Bank stating that the Letter of Credit is not to be cancelled on such day.
(d) In the event that the Letter of Credit or an Alternate Credit Facility is in effect with respect to Bonds following the Conversion Date, the Fixed Interest Rate shall be adjusted on the Adjustment Date so as to equal the lowest rate of interest at which the Remarketing Agent shall have received bids on or prior to the twelfth (12th) Business Day next preceding the Adjustment Date to purchase all Outstanding Bonds on the Conversion Adjustment Date being at a price of 100% of the principal amount thereof. The determination by Following such adjustment, the Remarketing Agent of Bonds shall bear interest at the Fixed Interest Rates Rate determined pursuant to be borne by the Bonds in accordance with this Section 3.7 shall be conclusive and binding on the Owners of the Bonds and the other Notice Parties402(d) until maturity. THE BONDS SHALL NOT BE SUBJECT TO PURCHASE, except as otherwise provided herein. The Adjustable Rate Bonds tendered but not Converted shall bear interest in such Mode as determined by the Authority in accordance with Section 2.2(f) of this Series IndentureAS PROVIDED IN SECTION 401 OF THIS INDENTURE, AFTER THE EXPIRATION DATE OF THE LETTER OF CREDIT.
(e) Notwithstanding the preceding paragraph, no Fixed Interest Rate shall be established unless, on or before the Rate Determination Date for such Fixed Interest Rate Period, a Counsel's Opinion has been delivered to the Trustee to the effect that the Conversion to a Fixed Interest Rate in accordance with the provisions of this Series Indenture is lawful under the Act and is permitted by this Series Indenture and will not cause interest on the 2002 Series A Tax-Exempt Bonds to be included in gross income of the owners thereof for federal income tax purposes.
(f) On any Conversion Date, all Adjustable Rate Bonds subject to Conversion on such Conversion Date shall automatically, upon such Conversion, bear a subseries designation determined by the Authority and the Trustee. The Trustee, with the cooperation of the Authority and at the Authority's expense, shall cause the preparation, execution, issuance, authentication and delivery of replacement Bonds in connection with a Conversion.
Appears in 1 contract
Conversion to Fixed Interest Rate. (a) The Authority may at its option convert the interest rate On any Interest Period Reset Date on all or a portion of the Adjustable Rate Bonds on any Effective Rate Date to Fixed Interest Rates as described herein upon written notice to the other Notice Parties that the Authority will cause a Conversion of the Adjustable Rate Bonds (or such portion thereof) on the Conversion Date set forth in such written notice, which Conversion Date shall not occur sooner than 45 days after the date of such notice; provided that if only a portion of the Adjustable Rate Bonds are to be Converted, the consent of the Liquidity Facility Provider (which consent shall not be unreasonably withheld) shall be obtained prior to such Conversion, and provided, further, that no partial Conversion of SAVRS Rate Bonds shall cause the Outstanding principal amount of SAVRS Rate Bonds to be (i) less than $10,000,000 without the approval of the Broker-Dealers and (ii) other than in multiples of $25,000.
(b) Prior to the Conversion of any of the Adjustable Rate Bonds, the Trustee shall deliver a notice to the Owners of the Adjustable Rate Bonds to be Converted, not less than 30 days prior to the Conversion first Interest Payment Date, setting forth the following information:
(i) that the Bonds bearing interest rate on such Adjustable at a Variable Rate Bonds will may be converted to a Fixed Interest Rate;
(ii) Rate upon receipt by the proposed Conversion Date;
(iii) that such Adjustable Rate Bonds will be remarketed by Trustee and the Remarketing Agent or purchased by of a written direction from the Trustee on the Conversion Date; and
Authorized Company Representative, not less than sixty (iv60) that the Authority may elect to cancel such Conversion, notice of which shall be given to Bondowners at least 15 days prior to such Interest Period Reset Date, to convert the proposed Conversion Dateinterest rate on the Bonds to a Fixed Interest Rate. If the Authority elects not to proceed with In such Conversioncase, the Authority Bonds shall give notice of continue to mature on the cancellation of the Conversion to the Notice Parties not less than 20 days prior to the proposed Conversion Date andMaturity Date, thereafter, the Trustee shall give notice to each Owner of the Adjustable Rate Bonds of such cancellation of the proposed Conversion not later than the 15th day prior to the proposed Conversion Date for which the foregoing notice was given.
(c) Upon any Conversion, the Adjustable Rate Bonds to be Converted but shall be subject to mandatory tender in accordance with this sinking fund redemption pursuant to Section 3.7 and Section 3.9 3.01(a) hereof. Mandatory sinking fund redemption shall occur on September 1 of this Series Indentureeach year following the Fixed Interest Rate Conversion Date, and the Owners thereof principal amount subject to sinking fund redemption in each such year, which amount shall be notified calculated by the Trustee at the time of the conversion and provided by the Trustee to each Rating Agency, the Issuer, and the Company, shall result in substantially level debt service for each year ending on the Maturity Date, rounded to the nearest $5,000 in principal amount; provided, however, upon the written direction of the Company, accompanied by the written consent of the Bank provided to the Trustee and an opinion of Bond Counsel to the effect that the exclusion of interest on the Bonds from gross income will not be adversely affected thereby, the Trustee shall use such alternate mandatory redemption schedule as is provided by the Company. Such direction to convert the interest rate on the Bonds to a Fixed Interest Rate shall be accompanied by (i) in the case that the conversion is from an Interest Rate Mode of less than one year to a Fixed Interest Rate, an Opinion of Bond Counsel delivered to the Issuer, the Trustee, the Bank and the Remarketing Agent, stating that such conversion to the specified Interest Rate Mode will not adversely affect the exclusion of the interest on the Bonds from gross income for federal income tax purposes; and (ii) either (a) evidence that the Bonds have an Investment Grade Rating from each Rating Agency immediately after the conversion or (b) an investment letter from each purchaser of Bonds addressing the points set forth in Exhibit B hereto. Notwithstanding any provision of this paragraph, no conversion shall be effective (A) if the Company makes an election on or prior to the day immediately succeeding any Interest Rate Determination Date not to proceed with the proposed conversion or (B) the Trustee has not received on the effective date of such Conversion conversion an Opinion of Bond Counsel to the same effect as provided hereindescribed in clause (i) of this paragraph above, if required. No Adjustable In either such event, the Interest Rate Mode for the Bonds will remain as the Interest Rate Mode then in effect for the Bonds without regard to any proposed conversion. The Bonds will continue to be Converted shall be remarketed by subject to tender for purchase on the Remarketing Agent subsequent scheduled effective date of the proposed conversion without regard to the date of notice failure of such Conversion except proposed conversion. If the Trustee shall have sent any notice to purchasers who agree Holders regarding the proposed conversion then in the event of a failure of such conversion, as specified above, the Trustee shall promptly notify all Holders of such failure, of the reason for such failure, and of the continuation of the Interest Rate Mode then in effect. The Company may, but is not required to, provide for the delivery of a Substitute Letter of Credit pursuant to accept Section 5.03(c) hereof to be in effect after conversion to the Fixed Interest Rate.
(d) Any Adjustable Rate Bonds that are Converted will bear interest at Fixed Interest Rates determined upon such Conversion until the maturity or prior redemption thereof. The Remarketing Agent shall determine the Fixed Interest Rates as those rates which, in the determination of the Remarketing Agent, would result as nearly as practicable in the market value of the Converted Adjustable Rate Bonds on the Conversion Date being 100% of the principal amount thereof. The determination by the Remarketing Agent of the Fixed Interest Rates to be borne by the Bonds in accordance with this Section 3.7 shall be conclusive and binding on the Owners of the Bonds and the other Notice Parties, except as otherwise provided herein. The Adjustable Rate Bonds tendered but not Converted shall bear interest in such Mode as determined by the Authority in accordance with Section 2.2(f) of this Series Indenture.
(e) Notwithstanding the preceding paragraph, no Fixed Interest Rate shall be established unless, on or before the Rate Determination Date for such Fixed Interest Rate Period, a Counsel's Opinion has been delivered to the Trustee to the effect that the Conversion to a Fixed Interest Rate in accordance with the provisions of this Series Indenture is lawful under the Act and is permitted by this Series Indenture and will not cause interest on the 2002 Series A Tax-Exempt Bonds to be included in gross income of the owners thereof for federal income tax purposes.
(f) On any Conversion Date, all Adjustable Rate Bonds subject to Conversion on such Conversion Date shall automatically, upon such Conversion, bear a subseries designation determined by the Authority and the Trustee. The Trustee, with the cooperation of the Authority and at the Authority's expense, shall cause the preparation, execution, issuance, authentication and delivery of replacement Bonds in connection with a Conversion.
Appears in 1 contract
Sources: Trust Indenture (Wca Waste Corp)
Conversion to Fixed Interest Rate. (a) The Authority may at its option convert At any time, the interest rate on all or Company may, by notice in writing to the Issuer, the Trustee, the Remarketing Agent and the Bank, direct that a portion of the Adjustable Rate Bonds on any Effective Rate Date to Fixed Interest Rates as described herein upon written Rate be established for the Project Bonds. The Company's notice to the other Notice Parties that the Authority will cause a Conversion of the Adjustable Rate Bonds shall set forth: (or such portion thereofi) on the Conversion Date set forth in such written noticedesired by the Company, which Conversion shall be an Interest Payment Date shall not occur sooner less than 45 thirty (30) days after the date of such notice; provided that if only a portion of the Adjustable Rate Bonds are to be Converted, the consent of the Liquidity Facility Provider (which consent shall not be unreasonably withheld) shall be obtained prior to such Conversion, and provided, further, that no partial Conversion of SAVRS Rate Bonds shall cause the Outstanding principal amount of SAVRS Rate Bonds to be (i) less than $10,000,000 without the approval of the Broker-Dealers and (ii) other than in multiples of $25,000.
(b) Prior to the Conversion of any of date the Adjustable Fixed Interest Rate Bondsshall be established, the Trustee which shall deliver a notice to the Owners of the Adjustable Rate Bonds to be Converted, not less than 30 days twelve (12) Business Days prior to the Conversion Date, setting forth the following information:
(i) . The notice shall be accompanied by an opinion of Independent Tax Counsel stating that the interest rate on such Adjustable Rate Bonds will be converted conversion to a Fixed Interest Rate;
(ii) Rate is authorized and permitted by the proposed Conversion Date;
(iii) Indenture and Chapter 165, Ohio Revised Code, and that such Adjustable Rate Bonds conversion will be remarketed by not adversely affect the Remarketing Agent or purchased by the Trustee exemption of interest on the Conversion Date; and
(iv) that the Authority may elect to cancel such Conversion, notice of which shall be given to Bondowners at least 15 days prior to the proposed Conversion Date. If the Authority elects not to proceed with such Conversion, the Authority shall give notice of the cancellation of the Conversion to the Notice Parties not less than 20 days prior to the proposed Conversion Date and, thereafter, the Trustee shall give notice to each Owner of the Adjustable Rate Project Bonds of such cancellation of the proposed Conversion not later than the 15th day prior to the proposed Conversion Date for which the foregoing notice was given.
(c) Upon any Conversion, the Adjustable Rate Bonds to be Converted shall be subject to mandatory tender in accordance with this Section 3.7 and Section 3.9 of this Series Indenture, and the Owners thereof shall be notified of such Conversion as provided herein. No Adjustable Rate Bonds to be Converted shall be remarketed by the Remarketing Agent subsequent to the date of notice of such Conversion except to purchasers who agree to accept the Fixed Interest Rate.
(d) Any Adjustable Rate Bonds that are Converted will bear interest at Fixed Interest Rates determined upon such Conversion until the maturity or prior redemption thereoffrom federal income taxation. The Remarketing Agent shall determine the Fixed Interest Rates as those rates whichRate on the date specified in such notice, in which rate shall be the determination lowest rate at which the Remarketing Agent shall have received bids, not later than the twelfth (12th) Business Day prior to the Conversion Date, to purchase all of the Remarketing Agent, would result as nearly as practicable in the market value Outstanding Project Bonds at a purchase price of 100% of the Converted Adjustable outstanding principal amount thereof on the Conversion Date. Conversion to the Fixed Interest Rate shall require the prior written consent of the Company and the Bank.
(b) Any Project Bonds purchased by the Remarketing Agent or the Trustee pursuant to the terms of the Indenture after the Trustee has given notice of the establishment of a Conversion Date, pursuant to subsection (b) of Section 9 of this Bond Legislation, shall not be remarketed except to a buyer who agrees at the time of such purchase either (i) to accept the Fixed Interest Rate on the Conversion Date being or (ii) to require purchase of such Project Bonds by the Remarketing Agent or the Trustee on or before the Conversion Date pursuant to subsection (a), (b) or (c) of Section 7 of this Bond Legislation.
(c) The Letter of Credit shall be cancelled on the fifteenth (15th) day following the Conversion Date, and the Trustee shall deliver the Letter of Credit to the Bank on such day, unless prior to such day the Trustee has received written notification from both the Company and the Bank stating that the Letter of Credit is not to be cancelled on such day.
(d) In the event that the Letter of Credit or an Alternate Credit Facility is in effect with respect to the Project Bonds following the Conversion Date, the Fixed Interest Rate shall be adjusted on the Adjustment Date so as to equal the rate of interest, recommended by the Remarketing Agent and approved by the Company, for which the Remarketing Agent has received bids on or prior to the twelfth (12th) (12th) Business Day next preceding the Adjustment Date to purchase all Outstanding Project Bonds on the Adjustment Date at a price of 100% of the principal amount thereof. The determination by Following such adjustment, the Remarketing Agent of Project Bonds shall bear interest at the Fixed Interest Rates Rate determined pursuant to be borne by the Bonds in accordance with this Section 3.7 shall be conclusive and binding on the Owners of the Bonds and the other Notice Parties, except as otherwise provided herein. The Adjustable Rate Bonds tendered but not Converted shall bear interest in such Mode as determined by the Authority in accordance with Section 2.2(f8(d) of this Series Indentureuntil maturity.
(e) Notwithstanding the preceding paragraph, no Fixed Interest Rate shall be established unless, on or before the Rate Determination Date for such Fixed Interest Rate Period, a Counsel's Opinion has been delivered to the Trustee to the effect that the Conversion to a Fixed Interest Rate in accordance with the provisions of this Series Indenture is lawful under the Act and is permitted by this Series Indenture and will not cause interest on the 2002 Series A Tax-Exempt Bonds to be included in gross income of the owners thereof for federal income tax purposes.
(f) On any Conversion Date, all Adjustable Rate Bonds subject to Conversion on such Conversion Date shall automatically, upon such Conversion, bear a subseries designation determined by the Authority and the Trustee. The Trustee, with the cooperation of the Authority and at the Authority's expense, shall cause the preparation, execution, issuance, authentication and delivery of replacement Bonds in connection with a Conversion.
Appears in 1 contract
Conversion to Fixed Interest Rate. (a) The Authority Borrower, with the prior written consent of Credit Issuer, unless the Letter of Credit then in effect shall expire or terminate in accordance with its terms upon any such conversion, shall have the option to convert the Notes from the Weekly Mode to a Fixed Interest Rate as herein provided on any Fixed Interest Rate Date Borrower shall select, provided that each Fixed Interest Rate Date shall be an Interest Payment Date and that the Notes shall be converted in whole and not in part. Borrower may at exercise its option convert to direct the interest rate on all or a portion conversion of the Adjustable Rate Bonds on any Effective Rate Date Notes to a Fixed Interest Rates as described herein upon Rate only one time. Borrower shall exercise such option by giving written notice to Trustee, Remarketing Agent and Credit Issuer, stating its election to convert the other Notice Parties that the Authority will cause a Conversion Rate Mode of the Adjustable Notes to the Fixed Interest Rate, stating the Fixed Interest Rate Bonds (Date therefor, not less than 60 days prior to such Fixed Interest Rate Date, or such portion thereof) on the Conversion Date set forth in shorter period of time as may be consented to by Trustee, Credit Issuer and Remarketing Agent, each such written noticeconsent not to be unreasonably withheld. Upon receipt of such notice by Trustee, which Conversion Date shall not occur sooner than 45 days after the date Trustee may conclusively assume that Remarketing Agent and Credit Issuer also received a copy of such notice; provided that if only a portion . Notice of the Adjustable Rate Bonds are exercise of an option to be Converted, the consent of the Liquidity Facility Provider (which consent convert shall not be unreasonably withheld) effective unless, within 10 days of the delivery of such notice, there shall be obtained prior have been delivered to such Conversion, and provided, further, that no partial Conversion of SAVRS Rate Bonds shall cause the Outstanding principal amount of SAVRS Rate Bonds to be Trustee (i) less than $10,000,000 without written consent of Credit Issuer to such conversion unless the approval Letter of the Broker-Dealers Credit expires or terminates in accordance with its terms upon such conversion and (ii) other than if the Letter of Credit will expire or terminate in multiples accordance with its terms on the Fixed Interest Rate Date and if an Alternate Credit Facility or Alternate Letter of $25,000.
Credit is to be delivered upon the conversion, a commitment for the delivery of an Alternate Credit Facility or Alternate Letter of Credit to secure the Notes to be effective on and as of the Fixed Interest Rate Date. In the case of a conversion in accordance with this Section 2.04, Trustee shall, at the expense of Borrower, give notice by first-class mail (bpostage prepaid) Prior to the Conversion of any of the Adjustable Rate Bonds, the Trustee shall deliver a notice to the Registered Owners of the Adjustable Rate Bonds to be Converted, not less than 30 days prior to the Conversion Date, setting forth the following information:
proposed Fixed Interest Rate Date stating (i) that the interest rate on such Adjustable Rate Bonds will Notes is scheduled to be converted to a Fixed Interest Rate;
Rate through the maturity date, (ii) the proposed Conversion Fixed Interest Rate Date;
, (iii) that such Adjustable Rate Bonds will be remarketed by Borrower, on or before the Remarketing Agent or purchased by the Trustee on the Conversion Date; and
(iv) that the Authority may elect to cancel such Conversion, notice of which shall be given to Bondowners at least 15 days prior to the proposed Conversion Date. If the Authority elects not to proceed with such Conversion, the Authority shall give notice of the cancellation of the Conversion to the Notice Parties not less than 20 days prior to the proposed Conversion Date and, thereafter, the Trustee shall give notice to each Owner of the Adjustable Rate Bonds of such cancellation of the proposed Conversion not later than the 15th tenth day prior to the proposed Conversion Date for Fixed Interest Rate Date, may determine not to convert the Notes, in which case Trustee shall, at the foregoing notice was given.
expense of Borrower, notify the Registered Owners in writing to such effect, (civ) Upon any Conversionwhether a Letter of Credit will secure the Notes after the conversion to the Fixed Interest Rate and, in the event that an Alternate Credit Facility or Alternate Letter of Credit is to be delivered in connection with the conversion, the Adjustable name of the provider and its current ratings by each Rating Agency then rating the Notes and (v) that all such Outstanding Notes will be subject to a mandatory purchase on the Fixed Interest Rate Bonds Date at a price of par plus accrued and unpaid interest, if any, and that such mandatory purchase will occur even if any condition to the conversion is not met or the Notes to be Converted converted are not remarketed in full. Trustee, Borrower, Credit Issuer and Remarketing Agent shall not be liable to any Registered Owners for failure to give any notice required above or for failure of any Registered Owners to receive any such notice. Upon conversion under this Section, the Notes being converted shall be subject to mandatory tender in accordance with this Section 3.7 and Section 3.9 of this Series Indenture, and the Owners thereof shall be notified of such Conversion as provided herein. No Adjustable Rate Bonds to be Converted shall be remarketed by the Remarketing Agent subsequent to the date of notice of such Conversion except to purchasers who agree to accept purchase on the Fixed Interest Rate.
(d) Any Adjustable Rate Bonds that are Converted will bear interest at Fixed Interest Rates determined upon such Conversion until the maturity Date. If any condition to which a conversion is subject is not satisfied in full or prior redemption thereof. The Remarketing Agent shall determine the Fixed Interest Rates as those rates which, in the determination any Alternate Credit Facility or Alternate Letter of the Remarketing Agent, would result as nearly as practicable in the market value of the Converted Adjustable Rate Bonds on the Conversion Date being 100% of the principal amount thereof. The determination by the Remarketing Agent of the Fixed Interest Rates Credit required to be borne by the Bonds delivered in accordance connection with this Section 3.7 shall be conclusive and binding on the Owners of the Bonds and the other Notice Parties, except as otherwise provided herein. The Adjustable Rate Bonds tendered but such conversion is not Converted shall bear interest in such Mode as determined by the Authority in accordance with Section 2.2(f) of this Series Indenture.
(e) Notwithstanding the preceding paragraph, no Fixed Interest Rate shall be established unless, on or before the Rate Determination Date for such Fixed Interest Rate Period, a Counsel's Opinion has been delivered to Trustee or if the Trustee to the effect that the Conversion Notes being converted to a Fixed Interest Rate in accordance with the provisions of this Series Indenture is lawful under the Act and is permitted on such Fixed Interest Rate Date have not been fully remarketed by this Series Indenture and will not cause interest Remarketing Agent pursuant to Section 8.09 hereof, all by 2:00 p.m., New York time, on the 2002 Series A Tax-Exempt Bonds Fixed Interest Rate Date, then the proposed conversion shall be deemed to be included in gross income have failed, but the mandatory tender of the owners thereof for federal income tax purposesNotes under Section 4.07 hereof still shall occur.
(f) On any Conversion Date, all Adjustable Rate Bonds subject to Conversion on such Conversion Date shall automatically, upon such Conversion, bear a subseries designation determined by the Authority and the Trustee. The Trustee, with the cooperation of the Authority and at the Authority's expense, shall cause the preparation, execution, issuance, authentication and delivery of replacement Bonds in connection with a Conversion.
Appears in 1 contract