Common use of Alternate Credit Facility Clause in Contracts

Alternate Credit Facility. The Borrower may at any time substitute an Alternate Credit Facility for an existing Letter of Credit, subject to the limitations set forth in this Article VI and any limitations set forth in the Reimbursement Agreement. An Alternate Credit Facility shall be an irrevocable letter of credit, bank bond purchase agreement, bond insurance policy, surety bond or other agreement or instrument under which any person or entity (other than the Issuer or the Borrower) undertakes to make or provide funds to make payments of the principal and purchase price of, and interest on, the Bonds, as and when due and, if an irrevocable direct pay letter of credit, shall have terms similar in all material respects to the terms of the initial Letter of Credit; provided that the Alternate Credit Facility must be effective as of a date on or before the date of expiration of the then existing Letter of Credit and must provide coverage in an amount at least equal to the sum of (A) the aggregate principal amount of Bonds (other than Pledged Bonds or Borrower Bonds) at the time Outstanding, plus (B) Adequate Interest Coverage for the period to be covered by the Letter of Credit. As a condition to the issuance of any Alternate Credit Facility, either the Bonds or the L/C Bank issuing the Alternate Credit Facility or the Confirming Bank shall have long-term ratings of at least one of the three highest rating categories of one of the Rating Agencies and all obligations owing to the L/C Bank pursuant to the then outstanding Reimbursement Agreement shall be paid in full. The Borrower shall notify the Trustee of its intention to cause an Alternate Credit Facility to be delivered to the Trustee at least 25 days before the date of such delivery. Such notice shall specify the L/C Bank that is to deliver such Alternate Credit Facility and its effective date. Upon receipt of such notice, the Trustee will, at least 20 days prior to the anticipated delivery date, mail a notice of the anticipated delivery of the Alternate Credit Facility by first class mail to the Issuer, the Remarketing Agent, the L/C Bank, the Confirming Bank, if any, and each Bondholder. Such notice shall specify the L/C Bank that is to deliver the Alternate Credit Facility and that the Bonds will be subject to mandatory purchase on the date of delivery thereof in accordance with Section 4.02 of this Agreement. During the Flexible Mode, an existing Letter of Credit may not be replaced before the expiration date of the then applicable Flexible Period with an Alternate Credit Facility unless the substitution occurs on a date on which all Bonds may be optionally redeemed pursuant to this Agreement and the mandatory purchase price payable upon the mandatory purchase of Bonds as a result of such substitution includes a premium equal to the redemption premium, if any, at that time payable pursuant to the optional redemption provisions of Section 3.01 of this Agreement. On or prior to the delivery of any Alternate Credit Facility to the Trustee, and as a condition precedent thereto, the Borrower shall furnish to the Trustee (i) a written opinion of counsel acceptable to the Trustee stating that delivery of such Alternate Credit Facility to the Trustee is authorized under this Agreement, and complies with the terms hereof, (ii) an opinion of counsel to the issuer of such Alternate Credit Facility to the effect that the Alternate Credit Facility is a valid and binding obligation of the L/C Bank enforceable in accordance with its terms, subject to usual exceptions relating to bankruptcy and insolvency, and (iii) an opinion of Bond Counsel stating that the delivery of the Alternate Credit Facility will not adversely affect the exclusion of interest on the Bonds from Federal gross income of the holders thereof.

Alternate Credit Facility. The Borrower may at any time substitute deposit with the Trustee an Alternate Credit Facility for an Facility, in lieu of keeping the Letter of Credit in place as required by Section 5.8 hereof, at least 60 days before the expiration date of any existing Letter of Credit. Upon deposit with the Trustee, subject to the limitations set forth in this Article VI and any limitations set forth in the Reimbursement Agreement. An Alternate Credit Facility shall be an irrevocable letter of credit, bank bond purchase agreement, bond insurance policy, surety bond or other agreement or instrument under which any person or entity must meet the following conditions: (other than the Issuer or the Borrowera) undertakes to make or provide funds to make payments of the principal and purchase price of, and interest on, the Bonds, as and when due and, if an irrevocable direct pay letter of credit, shall have terms similar in all material respects to the terms of the initial Letter of Credit; provided that the Alternate Credit Facility must be effective as of a date on or before the date of expiration of the then existing Letter of Credit and must provide coverage in an amount at least equal to the sum of (A) the aggregate principal amount of Bonds (other than Pledged Bonds or Borrower Bonds) at the time Outstanding, plus (B) Adequate Interest Coverage for the period to be covered approved by the Letter of Credit. As a condition to the issuance of Authority or any Alternate Credit Facility, either the Bonds or the L/C Bank issuing the Alternate Credit Facility or the Confirming Bank shall have long-term ratings of at least one of the three highest rating categories of one of the Rating Agencies successors and all obligations owing to the L/C Bank pursuant to the then outstanding Reimbursement Agreement shall be paid in full. The Borrower shall notify the Trustee of its intention to cause an Alternate Credit Facility to be delivered to the Trustee at least 25 days before the date of such delivery. Such notice shall specify the L/C Bank that is to deliver such Alternate Credit Facility and its effective date. Upon receipt of such notice, the Trustee will, at least 20 days prior to the anticipated delivery date, mail a notice of the anticipated delivery assigns; (b) provisions of the Alternate Credit Facility by first class mail must be acceptable to the Issuer, Trustee; (c) the Remarketing Agent, the L/C Bank, the Confirming Bank, if any, and each Bondholder. Such notice shall specify the L/C Bank that is to deliver term of the Alternate Credit Facility and that must extend at least one year or to at least the first date on which the Bonds will be are subject to mandatory purchase on redemption pursuant to the Indenture, whichever is longer; and (d) the Alternate Credit Facility must be in an amount sufficient to pay principal of, interest, Purchase Price and any redemption premium payable upon optional redemption of the Bonds. Not less than 30 days prior to the delivery of an Alternate Credit Facility, the Borrower shall (i) deliver to the Trustee a commitment for the delivery of such Alternate Credit Facility, (ii) inform the Trustee of the date of delivery thereof in accordance with Section 4.02 of this Agreement. During on which the Flexible ModeAlternate Credit Facility will become effective, an existing Letter of Credit may which date shall not be replaced before less than 5 calendar days prior to the stated expiration date of the then applicable Flexible Period with an existing Credit Facility and (iii) inform the Trustee of the rating expected to apply to the 1998A Bonds after the Alternate Credit Facility unless the substitution occurs on a date on which all Bonds may be optionally redeemed pursuant to this Agreement and the mandatory purchase price payable upon the mandatory purchase of Bonds as a result of such substitution includes a premium equal to the redemption premium, if any, at that time payable pursuant to the optional redemption provisions of Section 3.01 of this Agreementis delivered. On or prior to the date of the delivery of any an Alternate Credit Facility to the Trustee, and as a condition precedent thereto, the Borrower shall furnish cause to be furnished to the Trustee (i) a written an opinion of counsel acceptable Bond Counsel to the Trustee stating effect that the delivery of such Alternate Credit Facility to the Trustee is authorized under this Agreement, the Indenture and complies with the terms hereofhereof and will not adversely affect the Tax-exempt status of the Bonds, (ii) an opinion of counsel to the issuer of such Alternate Credit Facility to the effect that the Alternate Credit Facility is a valid and binding obligation of the L/C Bank enforceable in accordance with its terms, subject except to usual exceptions relating the extent that enforceability thereof may be limited by bankruptcy, reorganization or similar laws limiting the enforceability of creditors' rights generally and except that no opinion need be expressed as to bankruptcy and insolvency, the availability of any discretionary equitable rights; and (iii) an opinion of Bond Counsel stating written evidence from a Rating Agency to the effect that such rating agency has review the delivery of the proposed Alternate Credit Facility and (A) that the substitution of the proposed Alternate Credit Facility for the Letter of Credit will not adversely affect not, by itself, result in a reduction or withdrawal of its rating of the exclusion of interest Bonds, from the rating which then prevails, unless on the Bonds from Federal gross income effective date of such Alternate Credit Facility the Holders of the holders thereofBonds are subject to mandatory tender pursuant to Section 4.06 of the Indenture, in which case, subject to clause (B) following, the rating of the Bonds may be reduced, and (B) if the Bonds then have a long-term rating, that the Bonds will be rated Moodx'x "X0" or Fitch "A+" (or equivalent) or higher or, if the Bonds only have a short-term rating, will be in the highest short-term rating category.

Alternate Credit Facility. The Borrower may at any time substitute Trustee shall accept an Alternate alternate Credit Facility in substitution for any Credit Facility then in effect or to confirm the Credit Facility then in effect, or an existing Letter extension or amendment thereof, only upon: (a) receipt of Creditan Opinion of Bond Counsel, subject (b) a certificate from the Credit Enhancer to the limitations set forth in this Article VI effect that there are then and any limitations set forth in the Reimbursement Agreement. An Alternate Credit Facility shall will be an irrevocable letter of credit, bank bond purchase agreement, bond insurance policy, surety bond or other agreement or instrument under which any person or entity (other than the Issuer or the Borrower) undertakes to make or provide funds to make payments of the principal and purchase price of, and interest on, the Bonds, as and when due and, if an irrevocable direct pay letter of credit, shall have terms similar in all material respects to the terms of the initial Letter of Credit; provided that the Alternate Credit Facility must be effective as of a date on or before the date of expiration of the then existing Letter of Credit and must provide coverage in an amount at least equal to the sum of (A) the aggregate principal amount of Bonds (other than Pledged Bonds or Borrower Bonds) at the time Outstanding, plus (B) Adequate Interest Coverage for the period to be covered by the Letter close of Credit. As a condition to the issuance of any Alternate Credit Facility, either the Bonds or the L/C Bank issuing the Alternate Credit Facility or the Confirming Bank shall have long-term ratings of at least one of the three highest rating categories of one of the Rating Agencies and all obligations owing to the L/C Bank pursuant to the then outstanding Reimbursement Agreement shall be paid in full. The Borrower shall notify the Trustee of its intention to cause an Alternate Credit Facility to be delivered to the Trustee at least 25 days before the date of such delivery. Such notice shall specify the L/C Bank that is to deliver such Alternate Credit Facility and its effective date. Upon receipt of such notice, the Trustee will, at least 20 days prior to the anticipated delivery date, mail a notice of the anticipated delivery of the Alternate Credit Facility by first class mail to the Issuer, the Remarketing Agent, the L/C Bank, the Confirming Bank, if any, and each Bondholder. Such notice shall specify the L/C Bank that is to deliver the Alternate Credit Facility and that the Bonds will be subject to mandatory purchase business on the date of delivery thereof in accordance with release and return pursuant to Section 4.02 2.21 hereof no obligations owed by the Company to the Credit Enhancer arising out of or relating to the Credit Facility, and (c) receipt of an Opinion of Counsel that (1) such alternate Credit Facility, or extension or amendment, satisfies the conditions of this Agreement. During the Flexible ModeSection (2) such alternate Credit Facility, an existing Letter of Credit may not be replaced before the expiration date of the then applicable Flexible Period with an Alternate Credit Facility unless the substitution occurs on or extension or amendments, constitutes a date on which all Bonds may be optionally redeemed pursuant to this Agreement and the mandatory purchase price payable upon the mandatory purchase of Bonds as a result of such substitution includes a premium equal to the redemption premiumvalid, if any, at that time payable pursuant to the optional redemption provisions of Section 3.01 of this Agreement. On or prior to the delivery of any Alternate Credit Facility to the Trustee, and as a condition precedent thereto, the Borrower shall furnish to the Trustee (i) a written opinion of counsel acceptable to the Trustee stating that delivery of such Alternate Credit Facility to the Trustee is authorized under this Agreement, and complies with the terms hereof, (ii) an opinion of counsel to the issuer of such Alternate Credit Facility to the effect that the Alternate Credit Facility is a valid and binding obligation of the L/C Bank obligor thereon and is enforceable in accordance with its termsterms (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws for the relief of debtors other than the District or the Company and by general principles of equity which permit the exercise of judicial discretion), (3) such alternate Credit Facility, extension or amendment is not subject to usual exceptions relating to bankruptcy and insolvencyregistration under the Securities Act of 1933, as amended, or that such registration requirements have been complied with, and (iii4) an opinion the substitution of Bond Counsel stating that the delivery of the Alternate such alternate Credit Facility for the Credit Facility then in effect will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any Bond. The Trustee shall not be required to accept any such alternate Credit Facility, extension or amendment which materially adversely affects the Bonds from Federal gross income rights, duties, or immunities of the holders thereofTrustee, its agents, or the Tender Agent hereunder. To the extent the Remarketing Agent fails to remarket Bonds pursuant to the Remarketing Agreement, the Trustee shall draw on the existing Credit Facility in connection with any required mandatory tender arising as a result of the proposed acceptance of an alternate Credit Facility and shall not release or surrender the existing Credit Facility until the existing Credit Enhancer has honored such drawing. The Trustee shall receive notice from the District at least 35 days prior to the proposed substitution of an alternate Credit Facility and the Trustee shall give written notice to the Bondholders of such substitution at least 10 Business Days prior to the substitution date.

Alternate Credit Facility. The Borrower Company may at any time substitute an Alternate Credit Facility for an existing Letter of Credit, subject to the limitations set forth in this Article VI and any limitations set forth in the Reimbursement Agreement. V. An Alternate Credit Facility shall be an irrevocable letter of credit, bank bond purchase agreement, bond insurance policy, revolving credit agreement, surety bond or other agreement or instrument under which any person or entity (other than the Issuer or the BorrowerCompany) undertakes to make or provide funds to make payments of the principal and purchase price of, and interest on, the Bonds, as and when due anddue, if an irrevocable direct pay letter of credit, shall have terms similar in all material respects to the terms of the initial Letter of Credit; provided that the Alternate Credit Facility must be effective as of a date on or before prior to the date of expiration of the then existing Letter of Credit and must provide coverage in an amount at least equal to the sum of (A) the aggregate principal amount of Bonds (other than Pledged Bonds or Borrower Company Bonds) at the time Outstanding, plus (B) Adequate Interest Coverage for the period Coverage. Pursuant to be covered by the Letter Section 2.04 of Credit. As a condition to the issuance of any Alternate Credit Facilitythis Indenture, either the Bonds or the L/C Bank issuing the Alternate Credit Facility or the Confirming Bank shall have long-term ratings of at least one of the three highest rating categories of one of the Rating Agencies and all obligations owing to the L/C Bank pursuant to the then outstanding Reimbursement Agreement shall be paid in full. The Borrower shall notify the Trustee of its intention to cause if an Alternate Credit Facility is furnished, the Bonds shall be subject to be delivered to mandatory tender unless the Company furnishes the Trustee at least 25 days before by the date of such delivery. Such notice shall specify the L/C Bank that is to deliver such Alternate Credit Facility and its effective date. Upon receipt of such notice, the Trustee will, at least 20 days 25th day prior to the anticipated delivery date, mail scheduled Letter of Credit expiration or termination date written evidence from each Rating Agency having a notice of rating in effect for the anticipated delivery of Bonds that the Alternate Credit Facility by first class mail to Rating Agency has reviewed the Issuer, the Remarketing Agent, the L/C Bank, the Confirming Bank, if any, and each Bondholder. Such notice shall specify the L/C Bank that is to deliver the proposed Alternate Credit Facility and that its replacement of the current Letter of Credit will not by itself result in a withdrawal or reduction of the Rating Agency's current rating for the Bonds will be subject to mandatory purchase on (a "Maintenance of Rating"). Notwithstanding the date of delivery thereof foregoing, when the Bonds are in accordance with Section 4.02 of this Agreement. During the Flexible Adjustable Rate Mode or the CP Rate Mode, an existing Letter of Credit may not be replaced before prior to the expiration date of the then applicable Flexible Rate Period or all then applicable CP Rate Periods, as the case may be, with an Alternate Credit Facility unless either (a) the Trustee is furnished with evidence of a Maintenance of Rating by the date described above (in which case the Bonds will not be subject to mandatory tender as a result thereof) or (b) in the event evidence of Maintenance of Rating is not received, the substitution occurs on a date on or after which all the Bonds may be optionally redeemed pursuant to this Agreement the Indenture and the mandatory purchase tender price payable upon the mandatory purchase tender of Bonds as a result of such substitution includes a premium equal to the redemption premium, if any, premium at that time payable pursuant to the optional redemption provisions of Section 3.01 this Indenture. The Company shall notify the Trustee of this Agreement. On or its intention to deliver an Alternate Credit Facility at least 25 days prior to the delivery of any Alternate Credit Facility to the Trustee, and as a condition precedent thereto, the Borrower shall furnish to the Trustee (i) a written opinion of counsel acceptable to the Trustee stating that delivery date of such Alternate Credit Facility to the Trustee is authorized under this Agreement, and complies with the terms hereof, (ii) an opinion of counsel to the issuer delivery. Upon receipt of such Alternate Credit Facility to the effect that the Alternate Credit Facility is a valid and binding obligation of the L/C Bank enforceable in accordance with its termsnotice, subject to usual exceptions relating to bankruptcy and insolvency, and (iii) an opinion of Bond Counsel stating that the delivery of the Alternate Credit Facility will not adversely affect the exclusion of interest on the Bonds from Federal gross income of the holders thereof.the

Alternate Credit Facility. The An Alternate Credit Facility, in substitution for the Credit Facility then in effect, may be provided prior to any Termination Date if the Borrower may at any time substitute shall give written notice not more than 60 nor less than 30 calendar days prior to the Alternate Credit Facility Date to the Issuer, the Trustee, the Tender Agent, the Remarketing Agent, the Rating Agency and the Credit Enhancer stating its election to provide an Alternate Credit Facility for an existing Letter of Credit, subject to the limitations set forth in this Article VI and any limitations set forth in the Reimbursement AgreementFacility. An Any such Alternate Credit Facility shall must be an irrevocable letter of credit, bank bond purchase agreement, bond insurance policy, surety bond or other agreement or instrument under which any person or entity either (other than the Issuer or the Borrowera) undertakes to make or provide funds to make payments of the principal and purchase price of, and interest on, the Bonds, as and when due and, if an irrevocable direct pay letter of credit, shall have terms similar or (b) bond insurance contract, in all material respects both cases constituting an unconditional and irrevocable commitment to pay principal of and interest on the terms of Bonds. If the initial Letter of Credit; provided that Bonds are in any Interest Mode other than a Multiyear Mode, the Alternate Credit Facility Date must be effective as a Rate Adjustment Date. (a) Upon the exercise of such option by the Borrower, in the event the Bonds are in any Interest Mode other than a date on or before Multiyear Mode, the date of expiration of the then existing Letter of Credit and must provide coverage in an amount at least equal Trustee shall send to the sum Bondowners a Notice of (A) the aggregate principal amount of Bonds (other than Pledged Bonds or Borrower Bonds) at the time Outstanding, plus (B) Adequate Interest Coverage for the period to be covered by the Letter of Credit. As a condition to the issuance of any Alternate Credit Facility, either Facility in substantially the Bonds or the L/C Bank issuing form of Exhibit G not later than 20 calendar days prior to the Alternate Credit Facility or the Confirming Bank shall have long-term ratings of at least one of the three highest rating categories of one of the Rating Agencies and all obligations owing to the L/C Bank pursuant to the then outstanding Reimbursement Agreement shall be paid in fullDate. The Borrower Trustee shall notify the Trustee of its intention to cause an Alternate Credit Facility to be delivered to the Trustee at least 25 days before the date of not accept such delivery. Such notice shall specify the L/C Bank that is to deliver such Alternate Credit Facility and its effective date. Upon receipt of such notice, the Trustee will, at least 20 days prior to the anticipated delivery date, mail a notice of the anticipated delivery of the Alternate Credit Facility by first class mail to the Issuer, the Remarketing Agent, the L/C Bank, the Confirming Bank, if any, and each Bondholder. Such notice shall specify the L/C Bank that is to deliver the Alternate Credit Facility and that the Bonds will be subject to mandatory purchase on the date of delivery thereof in accordance with Section 4.02 of this Agreement. During the Flexible Mode, an existing Letter of Credit may not be replaced before the expiration date of the then applicable Flexible Period with an Alternate Credit Facility unless the substitution occurs on a date on which all Bonds may be optionally redeemed pursuant to this Agreement and the mandatory purchase price payable upon the mandatory purchase of Bonds as a result of such substitution includes a premium equal to the redemption premiumTrustee shall have received, if any, at that time payable pursuant to the optional redemption provisions of Section 3.01 of this Agreement. On or (1) prior to sending the delivery Notice of any Alternate Credit Facility to the Trustee, and as a condition precedent thereto, the Borrower shall furnish to the Trustee (i) a written opinion an Opinion of counsel acceptable to the Trustee Bond Counsel stating that the delivery of such Alternate Credit Facility to the Trustee is authorized under this AgreementIndenture and the Act, and complies with the terms hereofhereof and will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes, and (ii) a certificate from an opinion of counsel Authorized Borrower Representative and a written acknowledgment by the Credit Enhancer stating that all amounts owing to the issuer of such Alternate Credit Facility to Enhancer under the effect Collateral Documents have been paid and that there are no Pledged Bonds outstanding, and (2) on or before the Alternate Credit Facility is Date a valid and binding obligation of the L/C Bank enforceable in accordance with its terms, subject to usual exceptions relating to bankruptcy and insolvency, and (iii) an supplemental opinion of Bond Counsel stating that the delivery of the Alternate Credit Facility is authorized under this Indenture and the Act, complies with the terms hereof and will not adversely affect the exclusion of interest on the Bonds from Federal gross income for federal income tax purposes. (b) Upon the exercise of such option by the Borrower, in the event the Bonds are in a Multiyear Mode, the Trustee shall send to the Bondowners a Notice of Alternate Credit Facility in substantially the form of Exhibit G not later than 20 calendar days prior to the Alternate Credit Facility Date. The Trustee shall not accept such Alternate Credit Facility unless the Trustee shall have received, (1) prior to sending the Notice of Alternate Credit Facility (i) an Opinion of Bond Counsel stating that the delivery of such Alternate Credit Facility to the Trustee is authorized under this Indenture and the Act, complies with the terms hereof and will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes, (ii) written evidence from the Rating Agency that the Bonds will be rated no lower than the then existing ratings on the Bonds by the Rating Agency, and (iii) a certificate from an Authorized Borrower Representative and a written acknowledgment by the Credit Enhancer stating that all amounts owing to the Credit Enhancer under the Collateral Documents have been paid and that there are no Pledged Bonds outstanding, and (2) on or before the Alternate Credit Facility Date a supplemental opinion of Bond Counsel stating that the delivery of the holders thereofAlternate Credit Facility is authorized under this Indenture and the Act, complies with the terms hereof and will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes.

Alternate Credit Facility. The An Alternate Credit Facility, in substitution for the Credit Facility then in effect, may be provided prior to any Termination Date if the Borrower may at any time substitute shall give written notice not more than 60 nor less than 30 calendar days prior to the Alternate Credit Facility Date to the Issuer, the Trustee, the Tender Agent, the Remarketing Agent, the Rating Agency and the Credit Enhancer stating its election to provide an Alternate Credit Facility for an existing Letter of Credit, subject to the limitations set forth in this Article VI and any limitations set forth in the Reimbursement AgreementFacility. An Any such Alternate Credit Facility shall must be an irrevocable letter of credit, bank bond purchase agreement, bond insurance policy, surety bond or other agreement or instrument under which any person or entity either (other than the Issuer or the Borrowera) undertakes to make or provide funds to make payments of the principal and purchase price of, and interest on, the Bonds, as and when due and, if an irrevocable direct pay letter of credit, shall have terms similar or (b) bond insurance contract, in all material respects both cases constituting an unconditional and irrevocable commitment to pay principal of and interest on the terms of Bonds. If the initial Letter of Credit; provided that Bonds are in any Interest Mode other than a Multiyear Mode, the Alternate Credit Facility Date must be effective as a Rate Adjustment Date. (a) Upon the exercise of such option by the Borrower, in the event the Bonds are in any Interest Mode other than a date on or before Multiyear Mode, the date of expiration of the then existing Letter of Credit and must provide coverage in an amount at least equal Trustee shall send to the sum Bondowners a Notice of (A) the aggregate principal amount of Bonds (other than Pledged Bonds or Borrower Bonds) at the time Outstanding, plus (B) Adequate Interest Coverage for the period to be covered by the Letter of Credit. As a condition to the issuance of any Alternate Credit Facility, either Facility in substantially the Bonds or the L/C Bank issuing form of Exhibit G not later than 20 calendar days prior to the Alternate Credit Facility or the Confirming Bank shall have long-term ratings of at least one of the three highest rating categories of one of the Rating Agencies and all obligations owing to the L/C Bank pursuant to the then outstanding Reimbursement Agreement shall be paid in fullDate. The Borrower Trustee shall notify the Trustee of its intention to cause an Alternate Credit Facility to be delivered to the Trustee at least 25 days before the date of not accept such delivery. Such notice shall specify the L/C Bank that is to deliver such Alternate Credit Facility and its effective date. Upon receipt of such notice, the Trustee will, at least 20 days prior to the anticipated delivery date, mail a notice of the anticipated delivery of the Alternate Credit Facility by first class mail to the Issuer, the Remarketing Agent, the L/C Bank, the Confirming Bank, if any, and each Bondholder. Such notice shall specify the L/C Bank that is to deliver the Alternate Credit Facility and that the Bonds will be subject to mandatory purchase on the date of delivery thereof in accordance with Section 4.02 of this Agreement. During the Flexible Mode, an existing Letter of Credit may not be replaced before the expiration date of the then applicable Flexible Period with an Alternate Credit Facility unless the substitution occurs on a date on which all Bonds may be optionally redeemed pursuant to this Agreement and the mandatory purchase price payable upon the mandatory purchase of Bonds as a result of such substitution includes a premium equal to the redemption premiumTrustee shall have received, if any, at that time payable pursuant to the optional redemption provisions of Section 3.01 of this Agreement. On or (1) prior to sending the delivery Notice of any Alternate Credit Facility to the Trustee, and as a condition precedent thereto, the Borrower shall furnish to the Trustee (i) a written opinion an Opinion of counsel acceptable to the Trustee Bond Counsel stating that the delivery of such Alternate Credit Facility to the Trustee is authorized under this Agreement, Indenture and the Act and complies with the terms hereof, and (ii) a certificate from an opinion of counsel Authorized Borrower Representative and a written acknowledgment by the Credit Enhancer stating that all amounts owing to the issuer of such Alternate Credit Facility to Enhancer under the effect Collateral Documents have been paid and that there are no Pledged Bonds outstanding, and (2) on or before the Alternate Credit Facility is Date a valid and binding obligation of the L/C Bank enforceable in accordance with its terms, subject to usual exceptions relating to bankruptcy and insolvency, and (iii) an supplemental opinion of Bond Counsel stating that the delivery of the Alternate Credit Facility is authorized under this Indenture and the Act and complies with the terms hereof. (b) Upon the exercise of such option by the Borrower, in the event the Bonds are in a Multiyear Mode, the Trustee shall send to the Bondowners a Notice of Alternate Credit Facility in substantially the form of Exhibit G not later than 20 calendar days prior to the Alternate Credit Facility Date. The Trustee shall not accept such Alternate Credit Facility unless the Trustee shall have received, (1) prior to sending the Notice of Alternate Credit Facility (i) an Opinion of Bond Counsel stating that the delivery of such Alternate Credit Facility to the Trustee is authorized under this Indenture and the Act, complies with the terms hereof and will not adversely affect the exclusion of interest on the Bonds from Federal gross income for federal income tax purposes, (ii) written evidence from the Rating Agency that the Bonds will be rated no lower than the then existing ratings on the Bonds by the Rating Agency, and (iii) a certificate from an Authorized Borrower Representative and a written acknowledgment by the Credit Enhancer stating that all amounts owing to the Credit Enhancer under the Collateral Documents have been paid and that there are no Pledged Bonds outstanding, and (2) on or before the Alternate Credit Facility Date a supplemental opinion of Bond Counsel stating that the delivery of the holders thereofAlternate Credit Facility is authorized under this Indenture and the Act, complies with the terms hereof and will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes.

Alternate Credit Facility. The Borrower may deposit with the Trustee an Alternate Credit Facility, in lieu of keeping each Letter of Credit in place as required by Section 5.8 hereof, at least 60 days before the expiration date of any time substitute existing Letter of Credit. Upon deposit with the Trustee, an Alternate Credit Facility for an existing Letter of Credit, subject to must meet the limitations set forth in this Article VI and any limitations set forth in the Reimbursement Agreement. An Alternate Credit Facility shall be an irrevocable letter of credit, bank bond purchase agreement, bond insurance policy, surety bond or other agreement or instrument under which any person or entity following conditions: (other than the Issuer or the Borrowera) undertakes to make or provide funds to make payments of the principal and purchase price of, and interest on, the Bonds, as and when due and, if an irrevocable direct pay letter of credit, shall have terms similar in all material respects to the terms of the initial Letter of Credit; provided that the Alternate Credit Facility must be effective as approved by the Authority or any successors and assigns; (b) provisions of a the Alternate Credit Facility must be acceptable to the Trustee; (c) the term of the Alternate Credit Facility must extend at least one year or to at least the first date on or before which the related Series of Bonds is subject to redemption, pursuant to the Indenture, whichever is longer; and (d) the Alternate Credit Facility must be in an amount sufficient to pay principal of, interest, Purchase Price and any redemption premium payable upon optional redemption of the related Series of Bonds. Not less than thirty (30) days prior to the delivery of an Alternate Credit Facility, the Borrower shall (i) deliver to the Trustee a written commitment for the delivery of such Alternate Credit Facility, (ii) inform the Trustee of the date of on which the Alternate Credit Facility will become effective, which date shall not be less than five (5) calendar days prior to the stated expiration date of the then existing Letter of Credit and must provide coverage in an amount at least equal (iii) inform the Trustee of the rating expected to apply to the sum of (A) the aggregate principal amount applicable Series of Bonds (other than Pledged Bonds or Borrower Bonds) at after the time Outstanding, plus (B) Adequate Interest Coverage for the period to be covered by the Letter of Credit. As a condition to the issuance of any Alternate Credit Facility, either the Bonds or the L/C Bank issuing the related Alternate Credit Facility or the Confirming Bank shall have long-term ratings of at least one of the three highest rating categories of one of the Rating Agencies and all obligations owing to the L/C Bank pursuant to the then outstanding Reimbursement Agreement shall be paid in full. The Borrower shall notify the Trustee of its intention to cause an Alternate Credit Facility to be delivered to the Trustee at least 25 days before the date of such delivery. Such notice shall specify the L/C Bank that is to deliver such Alternate Credit Facility and its effective date. Upon receipt of such notice, the Trustee will, at least 20 days prior to the anticipated delivery date, mail a notice of the anticipated delivery of the Alternate Credit Facility by first class mail to the Issuer, the Remarketing Agent, the L/C Bank, the Confirming Bank, if any, and each Bondholder. Such notice shall specify the L/C Bank that is to deliver the Alternate Credit Facility and that the Bonds will be subject to mandatory purchase on the date of delivery thereof in accordance with Section 4.02 of this Agreement. During the Flexible Mode, an existing Letter of Credit may not be replaced before the expiration date of the then applicable Flexible Period with an Alternate Credit Facility unless the substitution occurs on a date on which all Bonds may be optionally redeemed pursuant to this Agreement and the mandatory purchase price payable upon the mandatory purchase of Bonds as a result of such substitution includes a premium equal to the redemption premium, if any, at that time payable pursuant to the optional redemption provisions of Section 3.01 of this Agreementdelivered. On or prior to the date of the delivery of any an Alternate Credit Facility to the Trustee, and as a condition precedent thereto, the Borrower shall furnish cause to be furnished to the Trustee (i) a written an opinion of counsel acceptable Bond Counsel to the Trustee stating effect that the delivery of such Alternate Credit Facility to the Trustee is authorized under this Agreement, the Indenture and complies with the terms hereofhereof and will not adversely affect the Tax-exempt status of the Bonds, (ii) an opinion of counsel to the issuer of such Alternate Credit Facility to the effect that the Alternate Credit Facility is a valid and binding obligation of the L/C Bank enforceable in accordance with its terms, subject except to usual exceptions relating the extent that enforceability thereof may be limited by bankruptcy, reorganization or similar laws limiting the enforceability of creditors' rights generally and except that no opinion need be expressed as to bankruptcy and insolvency, the availability of any discretionary equitable rights; and (iii) an opinion of Bond Counsel stating written evidence from Xxxxx'x, if the Bonds are rated by Xxxxx'x, and S&P, if the Bonds are rated by S&P, and/or Fitch, if the Bonds are rated by Fitch that the delivery related Series of Bonds shall have a long-term rating of Fitch "A+" (or equivalent) or higher or, if the Alternate Credit Facility will not adversely affect related Series of Bonds only has a short-term rating, such short-term rating shall be in the exclusion of interest on the Bonds from Federal gross income of the holders thereofhighest short-term rating category (without regard to "+"'s or "-"'s).