Alternate Liquidity Facility. (a) The Authority may elect to replace any Liquidity Facility with a new Liquidity Facility substantially conforming to the requirements of Section 8.2 of this Series Indenture. If a Term Rate will be in effect during the term of the current Liquidity Facility, the Authority may not furnish an Alternate Liquidity Facility with a Scheduled Expiration Date earlier than the Scheduled Expiration Date in the Liquidity Facility then in effect.
(b) The Authority shall promptly notify the Trustee, the Remarketing Agent and the Paying Agent of the Authority’s intention to deliver a new Liquidity Facility at least 45 days prior to such delivery. Upon receipt of such notice, if the new Liquidity Facility is issued by a different issuer, the Trustee will promptly mail by first class mail, or transmitted in such other manner (such as by Electronic Means) as may be customary for the industry as directed in writing by the Authority, a notice of the anticipated delivery of a new Liquidity Facility, including the name of the provider of the new Liquidity Facility, to the Remarketing Agent and each owner of the 2024 Series A-2 Bonds at the owner’s registered address at least 30 days prior to delivery of the new Liquidity Facility.
(c) A new Liquidity Facility, along with the documents required by Section 8.4 of this Series Indenture, must be delivered to the Trustee not later than the Expiration Date of the then-current Liquidity Facility.
Alternate Liquidity Facility. (1) At least 60 days prior to the expiration or termination of any Liquidity Facility, Xxxxxx may provide for the delivery to the Tender Agent of an Alternate Liquidity Facility. Any such Alternate Liquidity Facility may be for a term of years which is more or less than the Liquidity Facility which is being replaced (but in no event less than the lesser of (a) 364 days or (b) five (5) days plus the number of days then remaining until the final maturity of the Certificates). On or prior to the date of the delivery of such Alternate Liquidity Facility to the Tender Agent, the Cooperative or Xxxxxx on behalf of the Cooperative shall furnish to the Tender Agent Rating Confirmation Notices. Upon receipt of the documents described in clause (2) below, the Tender Agent shall accept such Alternate Liquidity Facility and promptly surrender the Liquidity Facility then in effect to the Liquidity Provider which issued such Liquidity Facility in accordance with its terms for cancellation or deliver any document necessary to reduce the coverage of such Liquidity Facility.
(2) Notwithstanding anything contained herein to the contrary, no Alternate Liquidity Facility shall be accepted by the Tender Agent hereunder unless such Alternate Liquidity Facility is accompanied by (i) Opinions of Counsel reasonably satisfactory to the Trustee to the effect that (x) the Liquidity Provider is duly organized and existing, under the laws of the jurisdiction of its organization, and, if applicable, is duly qualified to do business in the United States of America; and (y) the Alternate Liquidity Facility is a legal, valid and binding obligation of the Liquidity Provider, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to, or affecting generally the enforcement of, creditors' rights and remedies, and by the availability of equitable remedies, including specific performance and injunctive relief; (ii) a Rating Confirmation Notice; (iii) an Opinion of Counsel that the acceptance by the Tender Agent of such Alternate Liquidity Facility will not adversely affect the treatment of the Trust as a Pass-Through Organization for federal income tax purposes and (iv) if the Alternate Liquidity Facility differs from the initial Liquidity Facility, a certificate of the Cooperative that any differences in the Alternate Liquidity Facility which affect the rights and obligations of the Cooperative are acceptable to ...
Alternate Liquidity Facility. (a) The Authority agrees to use its best efforts to obtain an Alternate Liquidity Facility to replace the Letter of Credit in the event (A) the Bank shall determine not to extend the Stated Expiration Date (such replacement or conversion to occur on or before the Stated Expiration Date), (B) the Bank shall give a Notice of Termination in accordance with Section 2.1(c) hereof (such replacement or conversion to occur on or before sixty (60) days following receipt of such Notice of Termination), or (C) the Authority terminates this Agreement pursuant to Section 2.1(d) hereof.
(b) The Authority agrees that, as a condition to the effectiveness of any Alternate Liquidity Facility, the provider of the Alternate Liquidity Facility will provide funds, to the extent necessary, in addition to other funds available, on the date the Alternate Liquidity Facility becomes effective for the purchase of the Bank Note and all Term Notes at a purchase price of par plus accrued interest through the purchase date. On the effective date of such Alternate Liquidity Facility, the Authority shall pay in full all other amounts due under the Bank Documents.
(c) The Authority shall not permit an Alternate Liquidity Facility to become effective with respect to less than all of the Notes without the prior written consent of the Bank.
Alternate Liquidity Facility. The Borrower may deposit with the Trustee an Alternate Liquidity Facility, in lieu of keeping the Liquidity Facility in place as may be required by Section 5.15 hereof.
