Mandatory Redemption Upon a Determination of Taxability. The Company will be obligated to redeem all outstanding Series 2008 Bonds, within 180 days after the Trustee receives notification that a “Determination of Taxability” (as defined in the Trust Agreement) has occurred, at 103% of the principal amount of the Series 2008 Bonds outstanding at the time of a Determination of Taxability plus accrued interest to the redemption date. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF PIMA Tucson, Arizona Re: The Industrial Development Authority of the County of Pima, Water and Wastewater Revenue Bonds (Global Water Resources LLC Project), Series 2008 Ladies and Gentlemen: We have acted as counsel to The Industrial Development Authority of the County of Pima (the “Authority”) in connection with the issuance and delivery of the above-captioned bonds (the “Bonds”). The Bonds are being issued pursuant to a Trust Indenture, dated as of December 1, 2006, as supplemented by the First Supplemental Trust Indenture, dated as of November 1, 2007, and further supplemented by the Second Supplemental Trust Indenture, dated as of August 1, 2008 (collectively, the “Indenture”) between the Authority and U.S. Bank National Association (the “Trustee”), and are being sold pursuant to the Bond Purchase Agreement dated September 12, 2008 (the “Bond Purchase Agreement”), executed by the Authority, Global Water Resources LLC (the “Company”), and Hutchinson, Xxxxxxx, Erley & Co. (the “Purchaser”). Capitalized terms used, and not otherwise defined, herein shall have the meanings set forth in the Indenture. We are members of the Arizona Bar and serve as general counsel to the Authority. In connection with the issuance on this date by the Authority of its Bonds, we have examined, among other things, the following:
Mandatory Redemption Upon a Determination of Taxability. Upon the occurrence of a Determination of Taxability, the Project Bonds are subject to mandatory redemption in whole at a redemption price equal to 100% of the outstanding principal amount thereof, plus interest accrued to the redemption date, at the earliest practicable date selected by the Trustee, after consultation with the Borrower, but in no event later than 45 days following receipt by the Trustee of notice of the Determination of Taxability. The occurrence of a Determination of Taxability with respect to the Project Bonds will not constitute an Event of Default under this Indenture. Within five Business Days after receipt by the Trustee of written notice of a Determination of Taxability, the Trustee shall give written notice thereof to the Holders of all Project Bonds then outstanding, as shown by the Register, and shall also give written notice to the Borrower, the Issuer and the Bank.
Mandatory Redemption Upon a Determination of Taxability. Upon the occurrence of a Determination of Taxability for any reason, the Series 2006 Bonds are subject to mandatory redemption in whole by the Issuer from the proceeds of the Company paying advance Loan Payments pursuant to Sections 4.1 and 6.3 of the Agreement at a redemption price equal to 103 percent (103%) of the outstanding principal amount thereof, plus interest accrued to the redemption date, at the earliest practicable date selected by the Trustee, after consultation with the Company, but in no event later than 180 days following the Trustee’s notification of the Determination of Taxability. Promptly following its receipt of notice of the occurrence of a Determination of Taxability, the Trustee shall notify the Company and the Issuer of the Company’s obligations under the Agreement and as to the existence of said event and shall demand payment of the additional amount with respect to such event. Upon receipt by the Trustee from the Company or the Issuer of such additional amount, the Trustee shall pay such additional amount to the former Holders entitled thereto by check or draft mailed to those Holders at their addresses as they last appeared on the Register. The Company’s obligations to make payments under the Agreement to provide funds therefor to the Trustee for the account of the Issuer shall survive the discharge and satisfaction of this Indenture and the expiration, termination, discharge or satisfaction of the Agreement. The duties of the Trustee under this Subsection (and all powers provided for herein which are necessary to carry out the intention of this Subsection) shall survive the discharge and satisfaction of this Indenture, and the Company shall be obligated to pay to the Trustee, on behalf of the Issuer, the reasonable fees and actual expenses of the Trustee with respect to the performance of such duties. Following the discharge and satisfaction of this Indenture and prior to the expiration of a 365 day-period, any former Holder shall be entitled to enforce its rights under this Subsection directly against the Company and the Issuer if the Trustee fails to perform the duties described in this Indenture, provided that recovery may be had against the Issuer only out of the sources specified in the Bonds and this Indenture. All of the Series 2006 Bonds outstanding on the redemption date selected shall be redeemed by the Issuer on that date, except that Series 2006 Bonds maturing prior to that date, but after selection of the redemptio...
Mandatory Redemption Upon a Determination of Taxability. During a Weekly Interest Rate Period or a Term Interest Rate Period, as set forth in the Indenture, in the event of a prepayment pursuant to Section 7.3(b) of the Agreement as a result of a Determination of Taxability, the Authority Notes Outstanding on the date of the occurrence of the Determination of Taxability shall be redeemed in whole at any time within 30 days thereafter, at a redemption price of 100% of the principal amount thereof, without premium, plus accrued interest to the date of redemption. No redemption of the Authority Notes shall be made pursuant to any of the other provisions of the Indenture following a Determination of Taxability.
Mandatory Redemption Upon a Determination of Taxability. Upon the occurrence of a Determination of Taxability, as defined in the Indenture, the Project Bonds are subject to mandatory redemption in whole at a redemption price equal to 100% of the outstanding principal amount thereof, plus interest accrued to the redemption date, at the earliest practicable date selected by the Trustee, after consultation with the Borrower, but in no event later than 45 days following the Trustee's notification of the Determination of Taxability. The occurrence of a Determination of Taxability with respect to the Project Bonds will not constitute an Event of Default under the Indenture.
Mandatory Redemption Upon a Determination of Taxability. In the event of a prepayment pursuant to Section 7.3(b) of the Agreement as a result of a Determination of Taxability, the Bonds Outstanding on the date of the occurrence of the Determination of Taxability shall be redeemed, in whole or in part, at any time within 30 days thereafter, at a redemption price of 100% of the principal amount thereof, without premium, plus accrued interest to the date of redemption. No redemption of the Bonds shall be made pursuant to any of the other provisions of the Indenture following a Determination of Taxability. The Holder of this Bond shall have no right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon the Indenture, except as provided in the Indenture. No recourse shall be had for the payment of the principal of, premium, if any, or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in the Indenture contained, against any past, present or future member, director, officer, employee or agent of the Authority, or through the Authority, or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such member, director, officer, employee or agent as such is hereby expressly waived and released as a condition of and in consideration for the execution of the Indenture and the issuance of any of the Bonds. The Indenture contains provisions permitting the Authority and the Holders of not less than a majority in aggregate principal amount of Bonds then Outstanding, to execute supplemental indentures, or add any provisions to, or change in any manner, or eliminate any of the provisions of, the Indenture; provided, however, that no such supplemental indenture, alteration or modification shall (1) extend the fixed maturity of any Bond, or reduce the amount of principal thereof, or extend the time of payment, or change the method of computing the rate of interest thereon, or extend the time of payment of interest thereon, without the consent of the Holder of each Bond so affected, or (2) reduce the aforesaid percentage of Bonds the consent of the Holders of which is required to effect any such modification or amendment, or permit the creation of any lien on the Revenues and other assets pledged under the Indenture prior to or on a parity with the lien created by the Indenture, or deprive the Holders of the Bonds...
Mandatory Redemption Upon a Determination of Taxability. Prior to Conversion to the Taxable Weekly Rate and upon the occurrence of a Determination of Taxability, the Bonds are subject to mandatory redemption in whole from the proceeds of the Company paying advance installment purchase payments at a redemption price equal to one hundred percent (100%) of the outstanding principal amount thereof, plus interest accrued to the redemption date, at the earliest practicable date selected by the Trustee, after consultation with the Company, but in no event later than 90 days following the Trustee's being notified of or otherwise becoming aware of a Determination of Taxability.
Mandatory Redemption Upon a Determination of Taxability. Upon the occurrence of a Determination of Taxability with respect to the Series 1996 A Bonds, the Refunding Bonds are subject to mandatory redemption in whole at a redemption price equal to 100% of the outstanding principal amount thereof, plus interest accrued to the redemption date, at the earliest practicable date selected by the Trustee, after consultation with the Borrower, but in no event later than 45 days following receipt by the Trustee and Registrar of notice of the Determination of Taxability. The occurrence of a Determination of Taxability with respect to the Series 1996 A Bonds will not constitute an Event of Default under this Indenture. No increase in the interest payable with respect to the Series 1996 A Bonds will occur in the event a Determination of Taxability occurs. Within five Business Days after receipt by the Trustee of written notice of a Determination of Taxability, the Registrar shall give written notice thereof to the Holders of all Series 1996 A Bonds then outstanding, as shown by the Register, and shall also give written notice to the Borrower, the Issuer and the Bank.
Mandatory Redemption Upon a Determination of Taxability. Upon the occurrence of a Determination of Taxability, as defined in the Indenture, the Bonds are subject to mandatory redemption in whole at a redemption price equal to 100% of the outstanding principal amount thereof, plus interest accrued to the redemption date, at the earliest practicable date selected by the Trustee, after consultation with the Borrower, but in no event later than 45 days following the Trustee's notification of the Determination of Taxability. The occurrence of a Determination of Taxability with respect to the Bonds will not constitute an Event of Default under the Indenture. No increase in the interest payable with respect to the Bonds will occur in the event a Determination of Taxability occurs.
Mandatory Redemption Upon a Determination of Taxability. Upon the occurrence of a Determination of Taxability, as defined in the Indenture, with respect to the Series 1996 A Bonds, the Bonds are subject to mandatory redemption in whole at a redemption price equal to 100% of the outstanding principal amount thereof, plus interest accrued to the redemption date, at the earliest practicable date selected by the Trustee, after consultation with the Borrower, but in no event later than 45 days following the Trustee's notification of the Determination of Taxability. The occurrence of a Determination of Taxability with respect to the Bonds will not constitute an Event of Default under the Indenture. No increase in the interest payable with respect to the Bonds will occur in the event a Determination of Taxability occurs.
