Common use of Alternate Credit Facility Clause in Contracts

Alternate Credit Facility. The Trustee acknowledges that the Company may, at its option, provide an Alternate Credit Facility relating to the Series 1990A Bonds. If the company chooses to provide an Alternate Credit Facility, when there shall have been delivered (a) to the Trustee on behalf of the Issuer an Alternate Credit Facility pursuant to Section 4.5(c) of the Agreement and (b) to the Issuer and the Trustee an opinion of Bond Counsel stating that the delivery of such Alternate Credit Facility to the Trustee is lawful under applicable law and permitted under the Agreement and complies with the terms of the Agreement and that the delivery of such Alternate Credit Facility will not adversely affect the exclusion from federal gross income of interest paid on the Series 1990A Bonds, then the Trustee shall accept such Alternate Credit Facility and upon the effective date of such Alternate Credit Facility promptly surrender any previously held Letter of Credit or an Alternate Credit Facility in accordance with the terms thereof for cancellation, provided, however, that unless the Company also provides to the Trustee written evidence from Xxxxx'x, if the Series 1990A Bonds are rated by Xxxxx'x, and S&P, if the Series 1990A Bonds are rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Alternate Credit Facility and that its substitution will not, by itself, result in a reduction or withdrawal of its ratings of the Series 1990A Bonds from those which then prevail, the effective date of such Alternate Credit Facility shall not be earlier than the thirtieth day following Notice by Mail by the Trustee to the holders of the Series 1990A Bonds, advising such holders of such Alternate Credit Facility; the effective date thereof; and whether, as of the date of delivery of such Alternate Credit Facility, the rating(s), if any, of the Series 1990A Bonds, are expected by the Company to be reduced or withdrawn. If at any time there shall cease to be any Series 1990A Bonds Outstanding hereunder, the Trustee shall promptly surrender any Alternate Credit Facility in accordance with the terms thereof for

Alternate Credit Facility. The Trustee acknowledges Borrower, with the prior written confirmation of the Credit Facility Provider that the Company provisions of the Reimbursement Agreement have been satisfied (but without the consent of the Issuer, the Trustee or the Bondholders), may, on any Interest Payment Date occurring on or after the date that the Bonds may first be optionally redeemed at its optiona price of not greater than par plus accrued interest to the redemption date and subject to the terms of the existing Credit Facility, provide arrange for the delivery to the Trustee of an Alternate Credit Facility relating in substitution for the Credit Facility then in effect (referred to in this Section 5.4 as “credit support”); provided that, without the Series 1990A Bonds. If consent of the company chooses to provide an Alternate Credit FacilityBorrower (and without the consent of the Issuer, when there shall have been delivered (a) to the Trustee on behalf or the Bondholders), the Credit Facility Provider may provide any other form of “credit support” issued by the Credit Facility Provider in substitution for then existing Credit Facility if (A) the conditions of Section 8.05 of the Issuer an Alternate Indenture are satisfied or (B)(i) the Rating Agency confirms in writing that such substitution will not adversely affect the current rating on the Bonds, (ii) the Credit Facility pursuant to Section 4.5(c) of the Agreement and (b) Provider delivers to the Issuer and the Trustee an opinion of Bond Counsel stating that counsel satisfying the requirements of subsection (c) of this Section 5.4 and (iii) such substitute “credit support” does not increase the amounts required to be paid by, or other obligations of, the Borrower. Any Alternate Credit Facility shall satisfy the following conditions, as applicable: (a) [Intentionally Omitted]. (b) The Alternate Credit Facility shall (i) be in an amount equal to the aggregate principal amount of the Bonds Outstanding from time to time plus the Interest Requirement (or otherwise provide coverage satisfactory to the Rating Agency); (ii) provide for payment in immediately available funds to the Trustee upon receipt of the Trustee’s request for such payment with respect to any Interest Payment Date or mandatory redemption date pursuant to the Indenture; (iii) be accompanied by a written confirmation from the Rating Agency to the Issuer and the Trustee of the then existing rating on the Bonds; and (iv) have a stated expiration or termination date not sooner than one year following its effective date. In connection with the delivery of such an Alternate Credit Facility, the Trustee must receive (i) an opinion of counsel to the Credit Facility Provider issuing the Alternate Credit Facility, in form and substance satisfactory to the Issuer and the Trustee, relating to the due authorization and issuance of the Alternate Credit Facility, its enforceability, that the statements made relating to the Alternate Credit Facility and Reimbursement Agreement contained in any disclosure document or supplement to the Trustee existing disclosure document related to the Bonds are true and correct, that the Alternate Credit Facility is lawful under applicable law and permitted not required to be registered under the Agreement and complies with Securities Act of 1933, as amended and, if required by the terms Rating Agency, that payments made by the Credit Facility Provider pursuant to the Credit Facility will not be voidable under Section 547 of the Agreement Bankruptcy Code and would not be prevented by the automatic stay provisions of Section 362(a) of the Bankruptcy Code, in the context of a case or proceeding by or against the Borrower, a general partner of the Borrower or by the Issuer under the Bankruptcy Code; and (ii) an opinion of Bond Counsel to the effect that the delivery substitution of such Alternate Credit Facility will not adversely affect the exclusion from gross income, for federal gross income of interest paid on the Series 1990A Bonds, then the Trustee shall accept such Alternate Credit Facility and upon the effective date of such Alternate Credit Facility promptly surrender any previously held Letter of Credit or an Alternate Credit Facility in accordance with the terms thereof for cancellation, provided, however, that unless the Company also provides to the Trustee written evidence from Xxxxx'x, if the Series 1990A Bonds are rated by Xxxxx'x, and S&P, if the Series 1990A Bonds are rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Alternate Credit Facility and that its substitution will not, by itself, result in a reduction or withdrawal of its ratings of the Series 1990A Bonds from those which then prevail, the effective date of such Alternate Credit Facility shall not be earlier than the thirtieth day following Notice by Mail by the Trustee to the holders of the Series 1990A Bonds, advising such holders of such Alternate Credit Facility; the effective date thereof; and whether, as of the date of delivery of such Alternate Credit Facility, the rating(s), if anytax purposes, of the Series 1990A interest payable on the Bonds, are expected by the Company to be reduced or withdrawn. If at any time there shall cease to be any Series 1990A Bonds Outstanding hereunder, the Trustee shall promptly surrender any Alternate Credit Facility in accordance with the terms thereof for.

Alternate Credit Facility. The Trustee acknowledges that If the Company may, at Borrower exercises its option, provide an Alternate Credit Facility relating option to convert the interest rate borne by the Bonds from the Weekly Interest Rate to the Series 1990A Bonds. If Fixed Interest Rate pursuant to the company chooses terms and provisions of the Indenture, the Borrower may cause to provide be delivered to the Trustee an Alternate Credit Facility, when there shall have been delivered effective as of the Fixed Rate Date, in lieu of keeping the Letter of Credit and the Support Letter of Credit in place as required by Section 5.08 hereof. (a) the terms of the Alternate Credit Facility must provide an unconditional obligation of the issuer of the Alternate Credit Facility to pay all amounts with respect to the Trustee principal of, premium, if any, and interest on behalf the Bonds when the same shall become due; and (b) the term of the Issuer Alternate Credit Facility must extend to the final maturity of the Bonds. On or prior to the date of the delivery of an Alternate Credit Facility pursuant to Section 4.5(c) of the Agreement and (b) Trustee, the Borrower shall cause to be furnished to the Issuer and the Trustee (i) an opinion Opinion of Bond Counsel stating that the delivery of such Alternate Credit Facility to the Trustee is lawful authorized under applicable law and permitted under the this Agreement and complies with the terms hereof and will not cause interest on the Series 2008A Bonds not to be Tax-exempt; (ii) such opinions regarding the validity of the Agreement Alternate Credit Facility as the Issuer, the Trustee and any rating agency then rating the Bonds may reasonably require; and (iii) written evidence from (A) Xxxxx’x that with the delivery of such Alternate Credit Facility will not adversely affect the exclusion from federal gross income of interest paid on the Series 1990A Bonds, then the Trustee shall accept such Alternate Credit Facility and upon the effective date of such Alternate Credit Facility promptly surrender any previously held Letter of Credit or an Alternate Credit Facility in accordance with the terms thereof for cancellation, provided, however, that unless the Company also provides to the Trustee written evidence from Xxxxx'x, if the Series 1990A Bonds are rated by Xxxxx'x, and S&P, if the Series 1990A Bonds are rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Alternate Credit Facility and that its substitution will not, by itself, result in a reduction or withdrawal of its ratings of the Series 1990A Bonds from those which then prevail, the effective date of such Alternate Credit Facility shall not be earlier than the thirtieth day following Notice by Mail by the Trustee to the holders of the Series 1990A Bonds, advising such holders of such Alternate Credit Facility; the effective date thereof; and whether, as of the date of delivery of such Alternate Credit Facility, the rating(s)Bonds will have a long-term rating of not less than “A2”, if any, (B) S&P that with the delivery of the Series 1990A Bonds, are expected by the Company to be reduced or withdrawn. If at any time there shall cease to be any Series 1990A Bonds Outstanding hereunderAlternate Credit Facility, the Trustee shall promptly surrender any Bonds will have a long-term rating of not less than “A”, or (C) Fitch that with the delivery of the Alternate Credit Facility in accordance with Facility, the terms thereof forBonds will have a long-term rating of not less than “A”.

Alternate Credit Facility. The Trustee acknowledges that If the Company may, at Borrower exercises its option, provide an Alternate Credit Facility relating option to convert the interest rate borne by the Bonds from the Weekly Interest Rate to the Series 1990A Bonds. If Fixed Interest Rate pursuant to the company chooses terms and provisions of the Indenture, the Borrower may cause to provide be delivered to the Trustee an Alternate Credit Facility, when there shall have been delivered effective as of the Fixed Rate Date, in lieu of keeping the Letter of Credit in place as required by Section 5.08 hereof. Such Alternate Credit Facility must meet the following conditions: (a) the Alternate Credit Facility must be approved by the Issuer or its successor; (b) the terms of the Alternate Credit Facility must provide an unconditional obligation of the issuer of the Alternate Credit Facility to pay all amounts with respect to the Trustee principal of, premium, if any, and interest on behalf the Bonds when the same shall become due; and (c) the term of the Issuer Alternate Credit Facility must extend to the final maturity of the Bonds. On or prior to the date of the delivery of an Alternate Credit Facility pursuant to Section 4.5(c) of the Agreement and (b) Trustee, the Borrower shall cause to be furnished to the Issuer and the Trustee (i) an opinion Opinion of Bond Counsel stating that the delivery of such Alternate Credit Facility to the Trustee is lawful authorized under applicable law and permitted under the this Agreement and complies with the terms hereof and will not cause interest on the Bonds not to be Tax-exempt, (ii) such other opinions regarding the validity of the Agreement and that the delivery of such Alternate Credit Facility will not adversely affect as the exclusion from federal gross income of interest paid on the Series 1990A BondsIssuer, then the Trustee shall accept such Alternate Credit Facility and upon any rating agency then rating the effective date of such Alternate Credit Facility promptly surrender any previously held Letter of Credit or an Alternate Credit Facility in accordance with the terms thereof for cancellationBonds may reasonably require, provided, however, that unless the Company also provides to the Trustee and (iii) written evidence from Xxxxx'x, if the Series 1990A Bonds are then rated by Xxxxx'x, and S&P, if the Series 1990A Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Alternate Credit Facility and that its the substitution of the proposed Alternate Credit Facility for the Letter of Credit will not, by itself, result in a reduction or withdrawal of its ratings long term rating of the Series 1990A Bonds from those which then prevail, below "A" if the effective date of such Alternate Credit Facility shall not be earlier than Bonds are rated by S&P or below "A2" if the thirtieth day following Notice Bonds are rated by Mail by the Trustee to the holders of the Series 1990A Bonds, advising such holders of such Alternate Credit Facility; the effective date thereof; and whether, as of the date of delivery of such Alternate Credit Facility, the rating(s), if any, of the Series 1990A Bonds, are expected by the Company to be reduced or withdrawn. If at any time there shall cease to be any Series 1990A Bonds Outstanding hereunder, the Trustee shall promptly surrender any Alternate Credit Facility in accordance with the terms thereof forXxxxx'x.

Alternate Credit Facility. The Trustee acknowledges that If the Company may, at Borrower exercises its option, provide an Alternate Credit Facility relating option to convert the interest rate borne by the Bonds from the Weekly Interest Rate to the Series 1990A Bonds. If Fixed Interest Rate pursuant to the company chooses terms and provisions of the Indenture, the Borrower may cause to provide be delivered to the Trustee an Alternate Credit Facility, when there shall have been delivered effective as of the Fixed Rate Date, in lieu of keeping the Letter of Credit in place as required by Section 5.08 hereof. Such Alternate Credit Facility must meet the following conditions: (a) the Alternate Credit Facility must be approved by the Issuer or its successor; (b) the terms of the Alternate Credit Facility must provide an unconditional obligation of the issuer of the Alternate Credit Facility to pay all amounts with respect to the Trustee principal of, premium, if any, and interest on behalf the Bonds when the same shall become due; and (c) the term of the Issuer Alternate Credit Facility must extend to the final maturity of the Bonds. On or prior to the date of the delivery of an Alternate Credit Facility pursuant to Section 4.5(c) of the Agreement and (b) Trustee, the Borrower shall cause to be furnished to the Issuer and the Trustee (i) an opinion Opinion of Bond Counsel stating that the delivery of such Alternate Credit Facility to the Trustee is lawful authorized under applicable law and permitted under the this Agreement and complies with the terms hereof and will not cause interest on the Bonds not to be Tax-exempt, (ii) such other opinions regarding the validity of the Agreement and that the delivery of such Alternate Credit Facility will not adversely affect as the exclusion from federal gross income of interest paid on the Series 1990A BondsIssuer, then the Trustee shall accept such Alternate Credit Facility and upon any rating agency then rating the effective date of such Alternate Credit Facility promptly surrender any previously held Letter of Credit or an Alternate Credit Facility in accordance with the terms thereof for cancellationBonds may reasonably require, provided, however, that unless the Company also provides to the Trustee and (iii) written evidence from Xxxxx'xXxxxx’x, if the Series 1990A Bonds are then rated by Xxxxx'xXxxxx’x, and S&P, if the Series 1990A Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Alternate Credit Facility and that its the substitution of the proposed Alternate Credit Facility for the Letter of Credit will not, by itself, result in a reduction or withdrawal of its ratings long term rating of the Series 1990A Bonds from those which then prevail, below “A” if the effective date of such Alternate Credit Facility shall not be earlier than Bonds are rated by S&P or below “A2” if the thirtieth day following Notice Bonds are rated by Mail by the Trustee to the holders of the Series 1990A Bonds, advising such holders of such Alternate Credit Facility; the effective date thereof; and whether, as of the date of delivery of such Alternate Credit Facility, the rating(s), if any, of the Series 1990A Bonds, are expected by the Company to be reduced or withdrawn. If at any time there shall cease to be any Series 1990A Bonds Outstanding hereunder, the Trustee shall promptly surrender any Alternate Credit Facility in accordance with the terms thereof forXxxxx’x.

Alternate Credit Facility. The Trustee acknowledges that the Company may, at its option, provide an Alternate Credit Facility relating Borrower shall furnish to the Series 1990A Bonds. If the company chooses to provide an Alternate Credit FacilityTrustee, when there shall have been delivered (a) to the Trustee on behalf of the Issuer an Alternate Credit Facility pursuant to Section 4.5(c) of the Agreement and (b) to the Issuer and the Credit Facility Trustee (i) an opinion of Bond Counsel stating that the delivery of such Alternate Credit Facility to the Credit Facility Trustee is lawful authorized under applicable law and permitted under the Agreement this Indenture and complies with the terms hereof and that such Alternate Credit Facility is enforceable against the Credit Facility Issuer thereof in accordance with its terms, (ii) an opinion of the Agreement and Co-Bond Counsel stating that the delivery of such Alternate Credit Facility will not adversely affect the exclusion from federal gross income tax-exempt status of interest paid on the Series 1990A Bonds, then and (iii) if the Trustee shall accept such Alternate Credit Facility and upon the effective date of such Alternate Credit Facility promptly surrender any previously held Letter of Credit or an Alternate Credit Facility in accordance with the terms thereof for cancellationBonds are rated by Xxxxx'x and/or S&P, provided, however, that unless the Company also provides to the Trustee written evidence from Xxxxx'x, if the Series 1990A Bonds are rated by Xxxxx'x, and from S&P, if the Series 1990A Bonds are rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Alternate Credit Facility and that its the substitution of the proposed Alternate Credit Facility for the then current Credit Facility will not, by itself, result in (A) a reduction or permanent withdrawal of its ratings rating of the Series 1990A Bonds from those which or (B) a reduction of the then prevailcurrent rating of the Bonds, or if the effective date Bonds are not rated by Xxxxx'x and/or S&P, written evidence that the commercial paper of the bank or institution issuing the proposed Alternate Credit Facility is rated P-1 or higher by Xxxxx'x or A-1 or higher by S&P. The Credit Facility Trustee shall then accept such Alternate Credit Facility shall and surrender the previously held Credit Facility to the previous Credit Facility Issuer for cancellation promptly on or before the 15th day after the Alternate Credit Facility becomes effective, but not be earlier later than the thirtieth 15th day following Notice by Mail the last Interest Payment 48 Date covered by the Trustee Credit Facility to be canceled. Notwithstanding anything to the holders of the Series 1990A Bonds, advising such holders of such Alternate Credit Facility; the effective date thereof; and whether, as of the date of delivery of such Alternate Credit Facility, the rating(s), if any, of the Series 1990A Bonds, are expected by the Company to be reduced or withdrawn. If at any time there shall cease to be any Series 1990A Bonds Outstanding hereundercontrary contained herein, the Trustee shall promptly surrender any not accept an Alternate Credit Facility unless it shall have received from the Credit Facility Issuer of the Credit Facility being replaced a certificate stating that any and all requirements of the Letter of Credit Documents executed and delivered in accordance connection with the terms thereof forCredit Facility to be replaced have been satisfied.

Alternate Credit Facility. The Trustee acknowledges that If the Company may, at Borrower exercises its option, provide an Alternate Credit Facility relating option to convert the interest rate borne by the Bonds from the Weekly Interest Rate to the Series 1990A Bonds. If Fixed Interest Rate pursuant to the company chooses terms and provisions of the Indenture, the Borrower may cause to provide be delivered to the Trustee an Alternate Credit Facility, when there shall have been delivered effective as of the Fixed Rate Date, in lieu of keeping the Letter of Credit in place as required by Section 5.08 hereof. Such Alternate Credit Facility must meet the following conditions: (a) the Alternate Credit Facility must be approved by the Authority or any successors; (b) the terms of the Alternate Credit Facility must provide an unconditional obligation of the issuer of the Alternate Credit Facility to pay all amounts with respect to the Trustee principal of, premium, if any, and interest on behalf the Bonds when the same shall become due; and (c) the term of the Issuer Alternate Credit Facility must extend to the final maturity of the Bonds. On or prior to the date of the delivery of an Alternate Credit Facility pursuant to Section 4.5(c) of the Agreement and (b) to the Issuer Trustee, the Borrower shall cause to be furnished to the Authority and the Trustee (i) an opinion Opinion of Bond Counsel stating that the delivery of such Alternate Credit Facility to the Trustee is lawful authorized under applicable law and permitted under the this Agreement and complies with the terms hereof and will not cause interest on the Bonds not to be Tax-exempt, (ii) such opinions regarding the validity of the Agreement and that the delivery of such Alternate Credit Facility will not adversely affect as the exclusion from federal gross income of interest paid on the Series 1990A BondsAuthority, then the Trustee shall accept such Alternate Credit Facility and upon any rating agency then rating the effective date of such Alternate Credit Facility promptly surrender any previously held Letter of Credit or an Alternate Credit Facility in accordance with the terms thereof for cancellationBonds may reasonably require, provided, however, that unless the Company also provides to the Trustee and (iii) written evidence from Xxxxx'x, if the Series 1990A Bonds are then rated by Xxxxx'x, and S&P, if the Series 1990A Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Alternate Credit Facility and that its the substitution of the proposed Alternate Credit Facility for the Letter of Credit will not, by itself, result in a reduction or withdrawal of its ratings long term rating of the Series 1990A Bonds from those which then prevail, below "A" if the effective date of such Alternate Credit Facility shall not be earlier than Bonds are rated by S&P or below "A2" if the thirtieth day following Notice Bonds are rated by Mail by the Trustee to the holders of the Series 1990A Bonds, advising such holders of such Alternate Credit Facility; the effective date thereof; and whether, as of the date of delivery of such Alternate Credit Facility, the rating(s), if any, of the Series 1990A Bonds, are expected by the Company to be reduced or withdrawn. If at any time there shall cease to be any Series 1990A Bonds Outstanding hereunder, the Trustee shall promptly surrender any Alternate Credit Facility in accordance with the terms thereof forXxxxx'x.

Alternate Credit Facility. The Trustee acknowledges that If the Company may, at Borrower exercises its option, provide an Alternate Credit Facility relating option to convert the interest rate borne by the Bonds from the Weekly Interest Rate to the Series 1990A Bonds. If Fixed Interest Rate pursuant to the company chooses terms and provisions of the Indenture, the Borrower may cause to provide be delivered to the Trustee an Alternate Credit Facility, when there shall have been delivered effective as of the Fixed Rate Date, in lieu of keeping the Letter of Credit in place as required by Section 5.8. Such Alternate Credit Facility must meet the following conditions: (a) the Alternate Credit Facility must be approved by the Authority or any successors; (b) the terms of the Alternate Credit Facility must provide an unconditional obligation of the issuer of the Alternate Credit Facility to pay all amounts with respect to the Trustee principal of, premium, if any, and interest on behalf the Bonds when the same shall become due; and (c) the term of the Issuer Alternate Credit Facility must extend to the final maturity of the Bonds. On or prior to the date of the delivery of an Alternate Credit Facility pursuant to Section 4.5(c) of the Agreement and (b) to the Issuer Trustee, the Borrower shall cause to be furnished to the Authority and the Trustee (i) an opinion of Bond Counsel stating that the delivery of such Alternate Credit Facility to the Trustee is lawful authorized under applicable law and permitted under the this Agreement and complies with the terms hereof and will not cause interest on the Bonds not to be Tax-exempt, (ii) such opinions regarding the validity of the Agreement and that the delivery of such Alternate Credit Facility will not adversely affect as the exclusion from federal gross income of interest paid on the Series 1990A BondsAuthority, then the Trustee shall accept such Alternate Credit Facility and upon any rating agency then rating the effective date of such Alternate Credit Facility promptly surrender any previously held Letter of Credit or an Alternate Credit Facility in accordance with the terms thereof for cancellationBonds may reasonably require, provided, however, that unless the Company also provides to the Trustee and (iii) written evidence from Xxxxx'xMoody's, if the Series 1990A Bonds are rated by Xxxxx'xthen raxxx xx Moody's, and S&P, if the Series 1990A Bonds are rated xxxx xated by S&P, in each case to the effect that such rating agency has reviewed the proposed Alternate Credit Facility and that its the substitution of the proposed Alternate Credit Facility for the Letter of Credit will not, by itself, result in a reduction or withdrawal of its ratings long term rating of the Series 1990A Bonds from those which then prevail, below "A" if the effective date of such Alternate Credit Facility shall not be earlier than bonds are rated by S&P or below "A2" if the thirtieth day following Notice Bonds are rated by Mail by the Trustee to the holders of the Series 1990A Bonds, advising such holders of such Alternate Credit Facility; the effective date thereof; and whether, as of the date of delivery of such Alternate Credit Facility, the rating(s), if any, of the Series 1990A Bonds, are expected by the Company to be reduced or withdrawn. If at any time there shall cease to be any Series 1990A Bonds Outstanding hereunder, the Trustee shall promptly surrender any Alternate Credit Facility in accordance with the terms thereof forMoody's.

Alternate Credit Facility. The Trustee acknowledges that If Borrower exercises its option to convert the Company may, at its option, provide an Alternate Credit Facility relating interest rate borne by the Notes from the Weekly Interest Rate to the Series 1990A Bonds. If Fixed Interest Rate pursuant to the company chooses terms and provisions of this Indenture, Borrower may cause to provide be delivered to Trustee an Alternate Credit Facility, when there shall have been delivered effective as of the Fixed Interest Rate Date, in lieu of keeping the Letter of Credit in place as required by Section 5.04 hereof. Such Alternate Credit Facility must meet the following conditions: (a) the terms of the Alternate Credit Facility must provide an unconditional obligation of the issuer of the Alternate Credit Facility to pay all amounts with respect to the Trustee principal of, premium, if any, and interest on behalf the Notes when the same shall become due; and (b) the term of the Issuer Alternate Credit Facility must extend to the final maturity of the Notes. On or prior to the date of the delivery of an Alternate Credit Facility pursuant to Section 4.5(cTrustee, Borrower shall cause to be furnished to Trustee (i) such opinions regarding the validity of the Agreement and (b) to the Issuer and the Trustee an opinion of Bond Counsel stating that the delivery of such Alternate Credit Facility to as any rating agency then rating the Trustee is lawful under applicable law Notes may reasonably require, and permitted under the Agreement and complies with the terms of the Agreement and that the delivery of such Alternate Credit Facility will not adversely affect the exclusion from federal gross income of interest paid on the Series 1990A Bonds, then the Trustee shall accept such Alternate Credit Facility and upon the effective date of such Alternate Credit Facility promptly surrender any previously held Letter of Credit or an Alternate Credit Facility in accordance with the terms thereof for cancellation, provided, however, that unless the Company also provides to the Trustee (ii) written evidence from Xxxxx'xXxxxx’x, if the Series 1990A Bonds Notes are then rated by Xxxxx'xXxxxx’x, and S&P, if the Series 1990A Bonds Notes are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Alternate Credit Facility and that its the substitution of the proposed Alternate Credit Facility for the Letter of Credit will not, by itself, result in a reduction or withdrawal of its ratings long term rating of the Series 1990A Bonds from those which then prevail, Notes below “A” if the effective date of such Alternate Credit Facility shall not be earlier than Notes are rated by S&P or below “A2” if the thirtieth day following Notice Notes are rated by Mail by the Trustee to the holders of the Series 1990A Bonds, advising such holders of such Alternate Credit Facility; the effective date thereof; and whether, as of the date of delivery of such Alternate Credit Facility, the rating(s), if any, of the Series 1990A Bonds, are expected by the Company to be reduced or withdrawn. If at any time there shall cease to be any Series 1990A Bonds Outstanding hereunder, the Trustee shall promptly surrender any Alternate Credit Facility in accordance with the terms thereof forXxxxx’x.