Common use of Alternate Credit Facilities Clause in Contracts

Alternate Credit Facilities. The Company may, at its option, provide for the delivery to the Trustee of an Alternate Credit Facility in replacement of any Credit Facility then in effect. At least 20 days (35 days if the Interest Rate on the Bonds is a Term Rate) prior to the date of delivery of an Alternate Credit Facility to the Trustee, the Company shall give notice, which notice, during any Commercial Paper Rate Period, shall also be given to the Remarketing Agent and shall contain a certification with respect to the maximum length of each Commercial Paper Rate Period permitted hereunder after delivery of such Alternate Credit Facility, of such replacement to the Trustee, together with an Opinion of Bond Counsel stating that the delivery of such Alternate Credit Facility to the Trustee is authorized under this Agreement and the Indenture and complies with the terms hereof and thereof and that the delivery of such Alternate Credit Facility will not cause interest on the Bonds to become Taxable. The Trustee shall then accept such Alternate Credit Facility and surrender the previously held Credit Facility, if any, to the previous Credit Obligor for cancellation promptly on or after the fifth day after the Alternate Credit Facility becomes effective; provided, however, that such Alternate Credit Facility shall become effective on an Interest Payment Date and, if the Bonds are in a Term Rate Period, such Alternate Credit Facility may only become effective on either the last Interest Payment Date for such Term Rate Period or an Interest Payment Date on which the Bonds are subject to optional redemption. The notice given to the Trustee shall also be given to the Issuer, the then current Credit Obligor, Mxxxx’x, if the Bonds are then rated by Mxxxx’x, and S&P, if the Bonds are then rated by S&P; provided, that such notice shall not be given, in any event, if the purchase price of any Bonds to be purchased pursuant to Section 4.07(d) of the Indenture in connection with such cancellation includes any premium unless the Trustee has confirmed that it can draw under a Credit Facility then in effect on the purchase date related to such purchase of Bonds in an aggregate amount sufficient to pay the premium due upon such purchase of Bonds on such purchase date and until payment under the Credit Facility to be surrendered shall have been made for any and all drawings by the Trustee effected on or before the date of such surrender for cancellation (including, if applicable, any drawings for payment of the purchase price of Bonds to be purchased pursuant to Section 4.07(d) of the Indenture with such cancellation). Any Alternate Credit Facility delivered to the Trustee must be accompanied by an Opinion of Independent Counsel stating that such Credit Facility is a legal, valid, binding and enforceable obligation of such issuer or obligor in accordance with its terms. Upon the extension of the then current Credit Facility, no such opinion of counsel shall be required.

Alternate Credit Facilities. The Company While the Bonds bear interest at the Variable Rate, the Issuer may, at its option, provide for the delivery to the Trustee of an Alternate Credit Facility in replacement or an amendment to the current Credit Facility extending the expiration thereof to a date that is not earlier than one year from the date of any the expiration date of the current Credit Facility. The maximum amount available to be drawn under the Alternate Credit Facility on the substitution date shall equal the maximum amount available to be drawn under the Credit Facility then in effect. At least 20 days (35 days if the Interest Rate on the Bonds is a Term Rate) effect immediately prior to such substitution. The Issuer may exercise this option by delivering to the date of Trustee a notice stating (i) that the Issuer intends to provide for the delivery of an Alternate Credit Facility to or an extension of the Trusteethen current Credit Facility; (ii) the proposed effective date of the amendment; and (iii) in the case of the placement of the Credit Facility, the Company identity of the issuer of the proposed Alternate Credit Facility. Such notice shall give notice, which notice, during any Commercial Paper Rate Period, shall also be given to the Remarketing Agent and shall contain a certification with respect Trustee at least thirty days prior to the maximum length of each Commercial Paper Rate Period permitted hereunder after delivery of such proposed substitution or amendment date, as the case may be. The Trustee shall not accept the Alternate Credit Facility, of such replacement Facility or amendment unless the Issuer shall have furnished to the Trustee, together with Trustee (i) an Opinion opinion of Bond Counsel stating that the delivery of such Alternate Credit Facility to the Trustee is authorized under this Agreement and the Indenture and complies with the terms hereof and thereof and that the delivery of such Alternate Credit Facility will not cause interest on the Bonds to become Taxable. The Trustee shall then accept such Alternate Credit Facility and surrender the previously held Credit Facility, if any, to the previous Credit Obligor for cancellation promptly on or after the fifth day after the Alternate Credit Facility becomes effective; provided, however, that such Alternate Credit Facility shall become effective on Facility, or in the case of an Interest Payment Date and, if the Bonds are in a Term Rate Period, such Alternate Credit Facility may only become effective on either the last Interest Payment Date for such Term Rate Period or an Interest Payment Date on which the Bonds are subject to optional redemption. The notice given to the Trustee shall also be given to the Issueramendment, the then current Credit Obligor, Mxxxx’x, if the Bonds are then rated by Mxxxx’x, and S&P, if the Bonds are then rated by S&P; provided, that such notice shall not be given, in any event, if the purchase price of any Bonds to be purchased pursuant to Section 4.07(d) of the Indenture in connection with such cancellation includes any premium unless the Trustee has confirmed that it can draw under a Credit Facility then in effect on the purchase date related to such purchase of Bonds in an aggregate amount sufficient to pay the premium due upon such purchase of Bonds on such purchase date and until payment under amendment is enforceable against the Credit Facility to be surrendered shall have been made for any and all drawings by the Trustee effected on or before the date of such surrender for cancellation (including, if applicable, any drawings for payment of the purchase price of Bonds to be purchased pursuant to Section 4.07(d) of the Indenture with such cancellation). Any Alternate Credit Facility delivered to the Trustee must be accompanied by an Opinion of Independent Counsel stating that such Credit Facility is a legal, valid, binding and enforceable obligation of such issuer or obligor Issuer thereof in accordance with its terms. Upon , and (ii) if the extension of Bonds are rated by Moodx'x xxx/or S&P, written evidence from Moodx'x, xx the then current Credit Facility, no such opinion of counsel shall be required.Bonds are

Alternate Credit Facilities. The Subject to the conditions of this Section 7.03, the Company may, at its option, provide for the delivery to the Trustee of an Alternate Credit Facility having administrative terms acceptable to the Trustee. The terms of the Alternate Credit Facility shall in replacement all respects material to the Bondholders be the same (except for the term, maximum interest rate, number of days interest coverage and any redemption premium coverage, all as set forth in such Alternate Credit Facility) as any Credit Facility then in effect. Such Alternate Credit Facility shall have a term of not less than the greater of (a) 364 days, or (b) if the Interest Rate Mode for any Bonds then in effect is the Long-Term Rate, the then-remaining portion of the then-current Long-Term Rate Period, and shall set forth a maximum interest rate on the Bonds with respect to which drawings may be made, provided that such term shall end no earlier than a June 1 or a December 1 as the case may be. At least 20 twenty-five (25) days (35 forty (40) days if the Interest Rate on Mode is the Bonds is a Long-Term Rate) prior to the proposed effective date of delivery of an the proposed Alternate Credit Facility to the TrusteeFacility, the Company shall give notice, which notice, during any if the Interest Rate Mode is the Commercial Paper Rate PeriodRate, shall also be given to the Remarketing Agent and shall contain a certification with respect to the maximum length of each Commercial Paper Rate Period permitted hereunder after delivery of such Alternate Credit Facility, of such replacement to the Trustee, the Remarketing Agent, the Paying Agent, the Tender Agent and the then current Credit Facility Issuer, together with an Opinion opinion of Bond Counsel addressed to the Trustee stating that the delivery of such Alternate Credit Facility to the Trustee is authorized under this Agreement and the Indenture and complies with the terms hereof and thereof and that the delivery of such Alternate Credit Facility will not cause adversely affect the exclusion from gross income of the interest on the Bonds to become Taxablefor federal income tax purposes. The Trustee shall then accept such Alternate Credit Facility and surrender the previously held Credit Facility, if any, to the previous Credit Obligor for cancellation promptly on or after the fifth day after the Alternate Credit Facility becomes effective; provided, however, that such Alternate Credit Facility shall become effective on an Interest Payment Date and, if the Bonds are in a Term Rate Period, such Alternate Credit Facility may only become effective on either the last Interest Payment Date for such Term Rate Period or an Interest Payment Date on which the Bonds are subject to optional redemption. The notice given to the Trustee shall also be given to the Issuer, the then current Credit Obligor, Mxxxx’x, if If (x) all of the Bonds are then rated by Mxxxx’x, subject to optional redemption pursuant to Section 9.01(a) and S&P, if the Bonds are then rated by S&P; provided, that such notice shall not be given, in any event, (y) if the purchase price of any Bonds to be purchased pursuant to Section 4.07(d5.01(b)(ii) of the Indenture in connection with such cancellation or termination of the Credit Facility, determined under such Section 5.01(b)(ii), includes any premium unless premium, the Trustee has confirmed received written confirmation from the Credit Facility Issuer that it the Trustee can draw under a the Credit Facility then (other than the Alternate Credit Facility being delivered in effect connection with such cancellation) on the purchase date Purchase Date related to such purchase of Bonds in an aggregate amount sufficient to pay the premium due upon such purchase of Bonds on such purchase date Purchase Date, then the Trustee shall (i) accept such Alternate Credit Facility and surrender the previously held Credit Facility, if any, to the previous Credit Facility Issuer for cancellation promptly on the day the Alternate Credit Facility becomes effective and (ii) give the notice provided for in Section 7.05; provided, further, however, that such Credit Facility shall not be surrendered for cancellation until payment under by the issuer of the Credit Facility to be surrendered shall have been made for any and all drawings by the Trustee effected on or before the date of such surrender for cancellation (including, if applicable, including any drawings for payment of the purchase price of Bonds to be purchased pursuant to Section 4.07(d5.01(b)(ii) of the Indenture in connection with such cancellation). If the Interest Rate Mode for Bonds is the Commercial Paper Rate, and if the preceding sentence is applicable, the notices required under this Section 7.03 shall be delivered in sufficient time to permit the Remarketing Agent to establish a Commercial Paper Rate Period for each such Bond in accordance with Section 2.02(c)(i)(C)(1). If a Credit Facility is in effect, the Company may at its option cause an Additional Credit Facility to be delivered to the Trustee to provide for any portion of the principal or redemption or purchase price of (including premium, if any), or interest on, the Bonds; provided that no Additional Credit Facility shall be delivered, shall become effective or shall be drawn upon for any payments hereunder unless the Trustee shall have also received (i) the opinion of Bond Counsel referred to above (also addressed to the Credit Facility Issuer) and the opinion of Counsel to the issuer of such Additional Credit Facility addressed to the Trustee and the further opinion of Bond Counsel if required by the last paragraph of this Section 7.03 upon delivery of an Alternate Credit Facility, (ii) if such Bonds are then rated, notice from the Rating Agency to the effect that such Rating Agency has reviewed the proposed Additional Credit Facility and the provision of such Additional Credit Facility will not, by itself, result in (A) a permanent withdrawal of the rating on the Bonds or (B) a reduction in the then current rating on the Bonds, and (iii) if such Additional Credit Facility is issued by an issuer other than the Credit Facility Issuer of the Credit Facility then in effect, then the written consent of such Credit Facility Issuer to the delivery of the Additional Credit Facility. The Company shall promptly give written notice to the Trustee and, if the Interest Rate Mode for Bonds is the Commercial Paper Rate, the Remarketing Agent of its intention to cause delivery of any Additional Credit Facility. If the Interest Rate Mode for Bonds is the Commercial Paper Rate, such notice from the Company shall contain a certification with respect to the maximum length of each Commercial Paper Rate Period permitted hereunder upon delivery of such Additional Credit Facility. Upon receipt of such notice, if the Additional Credit Facility is issued by an issuer other than the Credit Facility Issuer with respect to the other Credit Facility then in effect, the Trustee will promptly mail a notice of the delivery of the Additional Credit Facility by first class mail to the Issuer, the Remarketing Agent, the Tender Agent, the Paying Agent and each Bondholder at its registered address. Any Alternate Credit Facility or Additional Credit Facility delivered to the Trustee must be accompanied by an Opinion opinion of Independent Counsel to the issuer or provider of such Credit Facility addressed to the Trustee stating that such Credit Facility is a legal, valid, binding and enforceable obligation of such issuer or obligor in accordance with its terms. Upon In addition, if the extension Company grants a security interest in any cash, securities or investment property to the issuer or provider of the then current such Alternate Credit Facility or Additional Credit Facility, no such the Company must furnish the Trustee with an opinion of counsel shall be requiredBond Counsel stating that such grant will not adversely affect the exclusion from gross income of interest on the Bonds for purposes of federal income taxation nor adversely affect any security interest created under this Indenture in favor of the holders of the Bonds.

Alternate Credit Facilities. The Company may, at its their option, provide for the delivery to the Trustee of an Alternate Credit Facility in replacement of any Credit Facility then in effect. At least 20 days (35 days which, if the Interest Rate Mode is the Long-Term Rate, shall be a Qualified Alternate Credit Facility. Such Alternate Credit Facility shall have a term of not less than 1 year and set forth a maximum interest rate on the Bonds is a Term Rate) with respect to which drawings may be made. The Company shall give the Trustee an irrevocable written notice of their intention to replace the then current Credit Facility with an Alternate Credit Facility prior to the stated expiration date of the then current Credit Facility at least 35 days before the Interest Payment Date preceding (by at least 15 calendar days) the date of delivery of such Alternate Credit Facility stated in such notice. On or before the date of delivery of an Alternate Credit Facility to the Trustee, the Company shall give notice, which notice, during any Commercial Paper Rate Period, shall also be given to provide the Remarketing Agent and shall contain a certification Trustee with respect to the maximum length (a) an opinion of each Commercial Paper Rate Period permitted hereunder after delivery of such Alternate Credit Facility, of such replacement to the Trustee, together with an Opinion of Bond Counsel stating that the delivery of such Alternate Credit Facility to the Trustee is authorized under this Agreement and the Indenture and complies with the terms hereof and thereof and that hereof, (b) an opinion of counsel to the delivery issuer or provider of such Alternate Credit Facility will not cause stating that such Credit Facility is a legal, valid, binding and enforceable obligation of such issuer or obligor in accordance with its terms, and (c) if the stated amount of the Alternate Credit Facility is increased over that of the Credit Facility being replaced, an opinion of Counsel stating that payments of principal and interest on the Bonds from funds drawn on such Credit Facility will not constitute avoidable preferences with respect to become Taxablethe subsequent bankruptcy of the Issuer or the Company under the Bankruptcy Code. The Trustee shall then accept such Alternate Credit Facility and surrender the previously held Credit Facility, if any, to the previous Credit Obligor Facility Issuer for cancellation promptly on or after the fifth day 5th Business Day after the Alternate Credit Facility becomes effective; provided, however, that such Alternate Credit Facility shall become effective on an Interest Payment Date and, if but not earlier than the Bonds are in a Term Rate Period, such Alternate Credit Facility may only become effective on either 5th Business Day following the last Interest Payment Date for such Term Rate Period or an Interest Payment Date on which the Bonds are subject to optional redemption. The notice given to the Trustee shall also be given to the Issuer, the then current Credit Obligor, Mxxxx’x, if the Bonds are then rated covered by Mxxxx’x, and S&P, if the Bonds are then rated by S&P; provided, that such notice shall not be given, in any event, if the purchase price of any Bonds to be purchased pursuant to Section 4.07(d) of the Indenture in connection with such cancellation includes any premium unless the Trustee has confirmed that it can draw under a Credit Facility then in effect on the purchase date related to such purchase of Bonds in an aggregate amount sufficient to pay the premium due upon such purchase of Bonds on such purchase date and until payment under the Credit Facility to be surrendered shall have been made for any and all drawings by the Trustee effected on or before the date of such surrender for cancellation (including, if applicable, any drawings for payment of the purchase price of Bonds to be purchased pursuant to Section 4.07(d) of the Indenture with such cancellation)cancelled. Any Each Alternate Credit Facility delivered to the Trustee must be accompanied by an Opinion shall have a term of Independent Counsel stating that such Credit Facility is a legal, valid, binding and enforceable obligation of such issuer or obligor in accordance with its terms. Upon the extension of the then current Credit Facility, no such opinion of counsel shall be requirednot less than 1 year.

Alternate Credit Facilities. The Company Issuer may, at its option, as provided in the Reimbursement Agreement, provide for the delivery to the Trustee of an Alternate Credit Facility in replacement of any Facility. Such Alternate Credit Facility then shall have a term of not less than one year and set forth a maximum interest rate on the Notes with respect to which drawings may be made. The Issuer shall give the Trustee an irrevocable written notice of its intention to replace the current Credit Facility with an Alternate Credit Facility at least 35 days before the Interest Payment Date that is to be the Purchase Date on which the Notes are to be purchased pursuant to mandatory tender and on which the Alternate Credit Facility is to become effective. Such notice to the Trustee shall be accompanied by (i) a commitment from the issuer of the Alternate Credit Facility that it will issue the Alternate Credit Facility to the Trustee not later than the Interest Payment Date that is to be the Purchase Date or (ii) other evidence satisfactory to the Trustee that the Alternate Credit Facility will be timely delivered and in effect. At least 20 days (35 days if Upon receipt of such notice and accompanying evidence of the Interest Rate on delivery of the Bonds is a Term RateAlternate Credit Facility, the Trustee shall call the Notes for purchase pursuant to Section 3.01(b) prior to and Section 6.04. On or before the date of delivery of an Alternate Credit Facility to the Trustee, the Company Issuer shall give notice, which notice, during any Commercial Paper Rate Period, shall also be given to provide the Remarketing Agent and shall contain a certification Trustee with respect to the maximum length (a) an opinion of each Commercial Paper Rate Period permitted hereunder after delivery of such Alternate Credit Facility, of such replacement to the Trustee, together with an Opinion of Bond Counsel stating that (i) the delivery of such Alternate Credit Facility to the Trustee is authorized under this Agreement and the Indenture and complies with the terms hereof hereof, and thereof and that the delivery of (ii) so long as such Alternate Credit Facility will not cause interest on the Bonds to become Taxable. The Trustee shall then accept such Alternate Credit Facility and surrender the previously held Credit Facility, if any, to the previous Credit Obligor for cancellation promptly on or after the fifth day after the Alternate Credit Facility becomes effective; provided, however, that such Alternate Credit Facility shall become effective on an Interest Payment Date and, if the Bonds are is issued by a "bank" as defined in a Term Rate Period, such Alternate Credit Facility may only become effective on either the last Interest Payment Date for such Term Rate Period or an Interest Payment Date on which the Bonds are subject to optional redemption. The notice given to the Trustee shall also be given to the Issuer, the then current Credit Obligor, Mxxxx’x, if the Bonds are then rated by Mxxxx’x, and S&P, if the Bonds are then rated by S&P; provided, that such notice shall not be given, in any event, if the purchase price of any Bonds to be purchased pursuant to Section 4.07(d3(a)(2) of the Indenture Securities Act and remains in connection with effect, the Notes may be sold or transferred without registration under the provisions of the Securities Act, (b) an opinion of counsel to the issuer or provider of such cancellation includes any premium unless the Trustee has confirmed that it can draw under a Credit Facility then in effect on the purchase date related to such purchase of Bonds in an aggregate amount sufficient to pay the premium due upon such purchase of Bonds on such purchase date and until payment under the Credit Facility to be surrendered shall have been made for any and all drawings by the Trustee effected on or before the date of such surrender for cancellation (including, if applicable, any drawings for payment of the purchase price of Bonds to be purchased pursuant to Section 4.07(d) of the Indenture with such cancellation). Any Alternate Credit Facility delivered to the Trustee must be accompanied by an Opinion of Independent Counsel stating that such Credit Facility is a legal, valid, binding and enforceable obligation of such issuer or obligor in accordance with its terms. Upon , and (c) an opinion of Counsel stating that payments of principal and interest on the extension Notes from funds drawn on such Credit Facility will not constitute avoidable preferences with respect to the subsequent bankruptcy of the Issuer under the Bankruptcy Code. The Trustee shall then current accept such Alternate Credit FacilityFacility and surrender the previously held Credit Facility to the previous Credit Facility Issuer for cancellation promptly on or after the fifth Business Day after the Alternate Credit Facility becomes effective, no such opinion of counsel shall but not earlier than the fifth Business Day following the last Interest Payment Date covered by the Credit Facility to be requiredcanceled.