Common use of Credit Facility Clause in Contracts

Credit Facility. (a) The Company may at any time provide for a Change of Credit Facility, provided that the Company delivers to the Trustee and the Remarketing Agent, not less than five Business Days prior to the date on which the Trustee must notify the Owners of a Change of Credit Facility pursuant to Section 2.11 of the Indenture and prior to the effective date of any such Change of Credit Facility, the following: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give notice pursuant to Section 2.11 (a) of the Indenture; (2) an opinion of Bond Counsel stating, in effect, that such Change of Credit Facility (A) is authorized under this Agreement, and (B) will not cause the interest on the Bonds to become includible in the gross income of the Owners thereof for federal income tax purposes; (3) a certificate of an Authorized Company Representative as to whether the Bonds are then rated by either Xxxxx'x or S&P, or both; and (4) written evidence from Xxxxx'x, if the Bonds are then rated by Xxxxx'x, and from S&P, if the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that such Change of Credit Facility will not, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of the Bonds. (b) In lieu of satisfying the requirements of subsection (a) above, the Company may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers to the Trustee and the Remarketing Agent not less than 30 days before the effective date of the Change of Credit Facility: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.11 of the Indenture that the Bonds are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(b)(ii) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of the Credit Facility; and (2) on or before the effective date of the Change of Credit Facility, the Company shall furnish to the Trustee an opinion of Bond Counsel satisfying the requirement of clause (2) of subsection (a) above. (c) The Company may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section. (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof.

Credit Facility. (a) The Company may at any time provide for a Change of Credit Facility, provided that the Company delivers to the Trustee Trustee, any Auction Agent and the any Remarketing Agent, not less than five Business Days prior to the date on which the Trustee must notify the Owners of a Change of Credit Facility pursuant to Section 2.11 2.18 of the Indenture and prior to the effective date of any such Change of Credit Facility, the following: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give notice pursuant to Section 2.11 (a2.18(a) of the Indenture; (2) an opinion a Favorable Opinion of Bond Counsel with respect to such Change of Credit Facility and stating, in effect, that such Change change of Credit Facility (A) is authorized under this Agreement, and (B) will not cause the interest on the Bonds to become includible in the gross income of the Owners thereof for federal income tax purposes; (3) a certificate of an Authorized Company Representative as to whether the Bonds are then rated by either Xxxxx'x Moody's or S&P, or both; and (4) written evidence from Xxxxx'xMoody's, if the Bonds are then rated by Xxxxx'xMoody's, and from S&P, if the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that such Change of Credit Facility will not, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of the Bonds. (b) In lieu of satisfying the requirements of subsection (a) above, the Company may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers to the Trustee Trustee, any Auction Agent and the any Remarketing Agent not less than 30 days before the effective date of the Change of Credit Facility: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.11 2.18 of the Indenture that the Bonds are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(b)(ii3.02(b) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of the Credit Facility; and (2) on or before the effective date of the Change of Credit Facility, the Company shall furnish to the Trustee an opinion of Bond Counsel satisfying the requirement requirements of clause (2) of subsection (aSection 4.07(a)(2) above. (c) The Company may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section. (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof.

Credit Facility. (a) The Company may at any time provide for a Change of Credit Facility, provided that Issuer and the Company delivers agree to be bound by the Trustee and the Remarketing Agent, not less than five Business Days prior to the date on which the Trustee must notify the Owners of a Change of Credit Facility pursuant to Section 2.11 provisions of the Indenture and prior pertaining to the effective date of any such Change of Credit Facility, the following: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give notice pursuant to Section 2.11 (a) of the Indenture; (2) an opinion of Bond Counsel stating, in effect, that such Change of Credit Facility (A) is authorized under this Agreement, and (B) will not cause the interest on the Bonds to become includible in the gross income of the Owners thereof for federal income tax purposes; (3) a certificate of an Authorized Company Representative as to whether the Bonds are then rated by either Xxxxx'x or S&P, or both; and (4) written evidence from Xxxxx'x, if the Bonds are then rated by Xxxxx'x, and from S&P, if the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that such Change of Credit Facility will not, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of the Bonds. (b) In lieu of satisfying the requirements of subsection (a) above, the The Company may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers to the Trustee and the Remarketing Agent not less than 30 days before the effective date of the Change of Credit Facility: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.11 2.17 of the Indenture that the Bonds are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(b)(ii3.02(b) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of the Credit Facility; and (2) on or before the effective date of the Change of Credit Facility, the Company shall furnish to the Trustee an opinion a Favorable Opinion of Bond Counsel satisfying the requirement with respect to such Change of clause (2) Credit Facility and stating, in effect, that such Change of subsection (a) aboveCredit Facility is authorized under this Agreement. (c) The Company may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section, including, but not limited to, the delivery to the Trustee of new First Mortgage Bonds in substitution for First Mortgage Bonds then held by the Trustee, identical in all respects to any First Mortgage Bonds then held by the Trustee except for a subsequent stated maturity date. (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof.

Credit Facility. (a) The Company may at any time provide for a Change of Credit Facility, provided that the Company delivers to the Trustee Trustee, any Auction Agent and the any Remarketing Agent, not less than five Business Days prior to the date on which the Trustee must notify the Owners of a Change of Credit Facility pursuant to Section 2.11 2.18 of the Indenture and prior to the effective date of any such Change of Credit Facility, the following: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give notice pursuant to Section 2.11 (a2.18(a) of the Indenture; (2) an opinion a Favorable Opinion of Bond Counsel with respect to such Change of Credit Facility and stating, in effect, that such Change change of Credit Facility (A) is authorized under this Agreement, and (B) will not cause the interest on the Bonds to become includible in the gross income of the Owners thereof for federal income tax purposes; (3) a certificate of an Authorized Company Representative as to whether the Bonds are then rated by either Xxxxx'x Moody's or S&P, or both; and (4) written evidence from Xxxxx'xMoody's, if the Bonds are then rated by Xxxxx'xMoody's, and from S&P, if the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that such Change of Credit Facility will not, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of the Bonds. (b) In lieu of satisfying the requirements of subsection (a) above, the Company may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers to the Trustee Trustee, any Auction Agent and the any Remarketing Agent not less than 30 days before the effective date of the Change of Credit Facility: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.11 2.18 of the Indenture that the Bonds are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(b)(ii3.02(b) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of the Credit Facility; andand Series 1999A Restated Loan Agreement (2) on or before the effective date of the Change of Credit Facility, the Company shall furnish to the Trustee an opinion of Bond Counsel satisfying the requirement requirements of clause (2) of subsection (aSection 4.07(a)(2) above. (c) The Company may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section. (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof.

Credit Facility. (a) The Company may at any time provide for No Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds shall be executed and delivered unless there is delivered a Change of Credit Facility, provided that the Company delivers Facility to the Trustee complying with the provisions of this Indenture. No Credit Facility shall be delivered to or accepted by the Trustee until all Initial Bonds have been repurchased from proceeds of a remarketing or redeemed, or defeased to a date, on or before the next Initial Bonds Remarketing Date. (b) The Trustee shall (unless otherwise directed by Credit Enhancer) direct the Tender Agent to release and return the Credit Facility to the Credit Enhancer: (1) when there are no Outstanding Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds, or the Indenture has been released in accordance with the provisions of Article X hereof; (2) when the Credit Facility has expired or been terminated in accordance with its terms; (3) when a successor Trustee has been appointed and qualified pursuant to Article VIII hereof, and a new Credit Facility has been issued to a successor Trustee; (4) when the maximum aggregate credit available under the Credit Facility is reduced pursuant to the terms thereof and the Remarketing AgentCredit Enhancer has issued a new Credit Facility to the Trustee in the stated amount of the maximum aggregate credit available as so reduced but otherwise identical to the Credit Facility to be released; (5) when there is in effect an alternate Credit Facility satisfactory to the Trustee in accordance with Section 2.22; or (6) on the Conversion Date when all of the Bonds are converted to Fixed Rate Bonds; provided, however, that in the case of the conditions specified in clauses (4) and (5) above, that the District shall have provided to the Trustee on the proposed date of release an Officer’s Certificate to the effect that all obligations owing to the Credit Enhancer arising out of or relating to the Credit Facility have been paid or provided for to the satisfaction of the Credit Enhancer; provided further, that in the case of the conditions specified in clauses (4) and (5) above, that, if the Credit Enhancer and the Liquidity Bank are the same Person, no release of the Credit Facility shall be effected by the Trustee unless at the same time the Liquidity Facility shall be released to such Person, except with the written consent of such Person, and further provided that if the Bonds are not less remarketed, on that day, payment of the Purchase Price of the Bonds has been made through a drawing on the Liquidity Facility. A Credit Facility may be extended from time to time pursuant to the terms thereof without the need for any notice to the Bondholders. (c) Other than five in the case of termination of the Credit Facility as a result of an Event of Default under Section 7.01(5), at least 10 Business Days prior to the date on which Credit Facility Termination Date, the Trustee must notify the Owners shall send notice by facsimile, first-class mail or overnight delivery, to each Holder of a Change of Daily Rate Bond, a Commercial Paper Rate Bond or a Weekly Rate Bond stating the Credit Facility pursuant Termination Date and that after such date the Credit Enhancer shall not be obligated to Section 2.11 of pay the Indenture and prior to the effective date of any such Change of Credit Facility, the following: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give notice pursuant to Section 2.11 (a) of the Indenture; (2) an opinion of Bond Counsel stating, in effect, that such Change of Credit Facility (A) is authorized under this Agreement, and (B) will not cause the principal or interest on the Daily Rate Bonds, Commercial Paper Rate Bonds to become includible in or Weekly Rate Bonds and that all Registered Holders which have not tendered their Bonds for purchase before the gross income of the Owners thereof for federal income tax purposes; (3) a certificate of an Authorized Company Representative as to whether the Bonds are then rated by either Xxxxx'x or S&P, or both; and (4) written evidence from Xxxxx'x, if the Bonds are then rated by Xxxxx'x, and from S&P, if the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that Termination Date will be deemed to have tendered such Change of Credit Facility will notDaily Rate Bonds, by itself, result in a reduction, suspension Commercial Paper Rate Bonds or withdrawal of its rating or ratings of the BondsWeekly Rate Bonds for purchase on such date. (b) In lieu of satisfying the requirements of subsection (a) above, the Company may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers to the Trustee and the Remarketing Agent not less than 30 days before the effective date of the Change of Credit Facility: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.11 of the Indenture that the Bonds are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(b)(ii) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of the Credit Facility; and (2) on or before the effective date of the Change of Credit Facility, the Company shall furnish to the Trustee an opinion of Bond Counsel satisfying the requirement of clause (2) of subsection (a) above. (c) The Company may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section. (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof.

Credit Facility. (a) The Company may at any time provide for a Change of Credit Facility, provided that the Company delivers to the Trustee and the Remarketing Agent, : (1) not less than five Business Days prior to the date on which the Trustee must notify the Owners of a Change of Credit Facility pursuant to clause (i) or clause (ii), as applicable, of Section 2.11 2.11(a) of the Indenture and prior to the effective date of any such Change of Credit FacilityIndenture, the following: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give such notice to the Owners; provided, however, that if notice to the Owners is not required pursuant to Section 2.11 (a2.11(a)(iii) of the Indenture;, prior to the effective date of such Change of Credit Facility, the Company shall deliver to the Trustee a notice of the Change of Credit Facility; and (2) on or prior to the effective date of any such Change of Credit Facility, the following: Forsyth 1998A-Supplemental Loan Agreement (A) an opinion of Bond Counsel stating, in effect, that such Change of Credit Facility (Ai) is authorized under this Agreement, and (Bii) will not cause the interest on the Bonds to become includible in the gross income of the Owners thereof for federal income tax purposes; (3B) a certificate of an Authorized Company Representative as to whether the Bonds are then rated by either Xxxxx'x or S&P, or both; and (4C) written evidence from Xxxxx'x, if the Bonds are then rated by Xxxxx'x, and from S&P, if the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that such Change of Credit Facility will not, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of the Bonds; and, provided, further, that if the Change of Credit Facility consists of the replacement of First Mortgage Bonds with a separate Credit Facility, then (x) such Credit Facility shall consist of a bond insurance policy or policies, (y) following such Change of Credit Facility, the Bonds will be rated AAA (or its equivalent) by either Xxxxx'x or S&P and (z) the Company shall not be required to deliver to the Trustee and the Remarketing Agent the certificate of an Authorized Company Representative or the written evidence from the rating agency or rating agencies then rating the Bonds, required by clause (2)(B) and clause (2)(C), respectively, above. (b) In lieu of satisfying the requirements of subsection (a) above, the Company may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers to the Trustee and the Remarketing Agent not less than 30 days before the effective date of the Change of Credit Facility: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.11 2.11(b) of the Indenture that the Bonds are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(b)(ii) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of the Credit Facility; and (2) on or before the effective date of the Change of Credit Facility, the Company shall furnish to the Trustee an opinion of Bond Counsel satisfying the requirement of clause (2) of subsection (a) above. (c) The Company may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section.. Forsyth 1998A-Supplemental Loan Agreement (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof. (f) Article IV of the Original Loan Agreement is hereby amended by adding Section 4.09 to read in its entirety as follows:

Credit Facility. (a) The Company may at any time provide for a Change of Credit Facility, provided that the Company delivers to the Trustee and the Remarketing Agent, : (1) not less than five Business Days prior to the date on which the Trustee must notify the Owners of a Change of Credit Facility pursuant to clause (i) or clause (ii), as applicable, of Section 2.11 2.11(a) of the Indenture and prior to the effective date of any such Change of Credit FacilityIndenture, the following: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give such notice to the Owners; provided, however, that if notice to the Owners is not required pursuant to Section 2.11 (a2.11(a)(iii) of the Indenture;, prior to the effective date of such Change of Credit Facility, the Company shall deliver to the Trustee a notice of the Change of Credit Facility; and (2) on or prior to the effective date of any such Change of Credit Facility, the following: (A) an opinion of Bond Counsel stating, in effect, that such Change of Credit Facility (Ai) is authorized under this Agreement, and (Bii) will not cause the interest on the Bonds to become includible in the gross income of the Owners thereof for federal income tax purposes; (3B) a certificate of an Authorized Company Representative as to whether the Bonds are then rated by either Xxxxx'x Moody's or S&P, or both; and (4C) written evidence from Xxxxx'xMoody's, if the Bonds are then rated by Xxxxx'xMoody's, and from S&P, if the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that such Change of Credit Facility will not, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of the Bonds; and, provided, further, that if the Change of Credit Facility consists of the replacement of First Mortgage Bonds with a separate Credit Facility, then (x) such Credit Facility shall consist of a bond insurance policy or policies, (y) following such Change of Credit Facility, the Bonds will be rated AAA (or its equivalent) by either Moody's or S&P and (z) the Company shall not be required to deliver to the Trustee and the Remarketing Agent the certificate of an Authorized Company Representative or the written evidence from the rating agency or rating agencies then rating the Bonds, required by clause (2)(B) and clause (2)(C), respectively, above. (b) In lieu of satisfying the requirements of subsection (a) above, the Company may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers to the Trustee and the Remarketing Agent not less than 30 days before the effective date of the Change of Credit Facility: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.11 2.11(b) of the Indenture that the Bonds are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(b)(ii) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of the Credit Facility; and (2) on or before the effective date of the Change of Credit Facility, the Company shall furnish to the Trustee an opinion of Bond Counsel satisfying the requirement of clause (2) of subsection (a) above. (c) The Company may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section. (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof. (f) Article IV of the Original Loan Agreement is hereby amended by adding Section 4.09 to read in its entirety as follows:

Credit Facility. (a) No Credit Facility is being delivered for the Series 2017 Bonds on the Issue Date. The Company may at any time provide a Credit Facility with respect to the Bonds of a series (and substitute Credit Facilities therefor) in accordance with the conditions and provisions of this Section and of Section 6.17 of the Indenture and upon delivery to the Trustee of the items specified in subsection (c) below. (b) Any such Credit Facility for a Change series of Bonds shall meet the following conditions: (i) the provisions of such Credit Facility shall be reasonably acceptable to the Trustee; (ii) the effective date of such Credit Facility shall be a day that allows the Trustee to provide, if applicable, the required notice of mandatory purchase to the Owners of the Bonds pursuant to Section 5.05 of the Indenture and (A) any Business Day during a Daily Mode or a Weekly Mode, (B) a Mandatory Purchase Date described in Section 5.02, 5.03, 5.04 or 5.05 of the Indenture, or (C) any Business Day during which the Bonds of such series are permitted to be redeemed at the option of the Company pursuant to Section 4.01(a), (b), (c) or (d) of the Indenture and, if a Credit Facility is then in effect for such series of Bonds, on or before the last Business Day that is two Business Days prior to the Expiration Date of such then existing Credit Facility; (iii) the term of such Credit Facility must extend at least 364 days or to at least the first date on which a replacement Credit Facility could become effective as described in clause (ii) above, provided whichever is longer; and (iv) if such Credit Facility is a direct pay letter of credit, it shall be in the amount of (A) the aggregate principal amount of the Bonds of such series to enable the Trustee to pay (1) the principal of such Bonds at maturity, upon call for redemption prior to maturity or acceleration, (2) the portion of the Purchase Price of the Bonds of such series tendered or deemed to be tendered to the Trustee or the related Remarketing Agent for optional or mandatory purchase pursuant to Article V of the Indenture equal to the aggregate principal amount thereof to the extent remarketing proceeds are not available for such purpose in the related series subaccount of the Remarketing Proceeds Account and (3) the portion of the Purchase Price of the Bonds of such series purchased in lieu of redemption pursuant to Section 4.06 of the Indenture equal to that portion of the redemption price of such Bonds equal to the principal that would have been payable on such Bonds on the redemption date had such Bonds been redeemed rather than purchased; plus (B) interest to accrue on the Bonds of such series during the term of such Credit Facility (which may be specified for a maximum Interest Accrual Period plus a certain number of days required by each Rating Agency then rating such Bonds to obtain a rating on such Bonds based on such letter of credit, and at a rate up to the Maximum Rate) to enable the Trustee to pay (1) the interest on the Bonds of such series when due, (2) the portion of the Purchase Price of the Bonds of such series tendered or deemed to be tendered to the Trustee or the related Remarketing Agent for optional or mandatory purchase pursuant to Article V of the Indenture equal to the accrued and unpaid interest, if any, on such Bonds to the extent remarketing proceeds are not available for such purpose in the related series subaccount of the Remarketing Proceeds Account and (3) the portion of the Purchase Price of the Bonds of such series purchased in lieu 4819-0944-7237.6 of redemption pursuant to Section 4.06 of the Indenture equal to that portion of the redemption price of such Bonds equal to the accrued and unpaid interest, if any, that would have been payable on such Bonds on the redemption date had such Bonds been redeemed rather than purchased; plus (C) any redemption premium that may be payable on the Bonds of such series during the term of such Credit Facility in the event of an optional redemption of all of the Bonds of such series to enable the Trustee to pay (1) any such redemption premium upon an optional redemption of such Bonds, (2) the portion of the Purchase Price of the Bonds of such series tendered or deemed to be tendered to the Trustee for mandatory purchase pursuant to Article V of the Indenture equal to the premium that would have been payable on the redemption date had such Bonds been redeemed rather than purchased and (3) the portion of the Purchase Price of the Bonds of such series purchased in lieu of redemption pursuant to Section 4.06 of the Indenture equal to the premium that would have been payable on the redemption date had the Bonds been redeemed rather than purchased. Notwithstanding the above, any redemption premium that may be payable on the Bonds of a series during the term of a Credit Facility (either as such premium or as a part of the Purchase Price thereof) need not be covered by such Credit Facility so long as it shall be paid with Eligible Moneys on the date, if any, it becomes due and payable and if such coverage is not required by each Rating Agency then rating such Bonds to obtain a rating on such Bonds based on such letter of credit. (c) On or prior to the date, if any, of the delivery of a Credit Facility for a series of Bonds to the Trustee pursuant to subsection (a) above that meets the requirements set forth in subsection (b) above, the Company delivers shall cause to be delivered to the Trustee and the Remarketing Agent, not less than five Business Days prior Issuer a Favorable Opinion of Bond Counsel addressed to the date on which Trustee and the Issuer. Upon receipt by the Trustee must notify the Owners of a Change of Credit Facility pursuant to Section 2.11 of the Indenture and prior to the effective date of any such Change of Credit Facility, the following: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give notice pursuant to Section 2.11 (a) of the Indenture; (2) an opinion of Bond Counsel stating, in effect, that such Change of Credit Facility (A) is authorized under this Agreement, and (B) will not cause the interest on the Bonds to become includible in the gross income of the Owners thereof for federal income tax purposes; (3) a certificate of an Authorized Company Representative as to whether the Bonds are then rated by either Xxxxx'x or S&P, or both; and (4) written evidence from Xxxxx'x, if the Bonds are then rated by Xxxxx'x, and from S&P, if the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that the opinion described above, the Trustee shall accept such Change of Credit Facility will not, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of and surrender any previously held Credit Facility to the BondsCredit Provider thereof for cancellation promptly upon such replacement Credit Facility becoming effective; provided that the previous Credit Provider has honored all demands for payment on any Credit Facility being replaced. (bd) In lieu of satisfying the requirements of subsection (a) above, the Company may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to As provided in Section 4.02(b6.17(e) of the Indenture, provided that the Company delivers to the Trustee and the Remarketing Agent shall not less than 30 days before the effective date of the Change of Credit Facility: (1) a notice which (A) states the effective date of the Change of sell, assign or otherwise transfer any Credit Facility, (B) describes except to a successor Trustee under the Indenture and in accordance with the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.11 of the Indenture that the Bonds are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(b)(ii) of and the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of the Credit Facility; and. (2e) on or before the effective date So long as a Credit Facility constituting a direct pay letter of the Change credit is in effect for a series of Credit FacilityBonds, the Company shall furnish agrees not to purchase, and not to permit any Affiliate of the Trustee an opinion of Bond Counsel satisfying the requirement of clause Company or any other Person obligated (2as guarantor or otherwise) of subsection (a) above. (c) The Company may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section. (d) The Company may rescind its election to make a Change of payments on the Bonds or under the Agreement or the related Credit Facility at any time prior Agreement to purchase, the effective date thereofBonds.

Credit Facility. (a) On the Issue Date, there was no Credit Facility. The Company may at any time provide for a Change of Credit Facility, provided that the Company delivers to the Trustee Trustee, the Auction Agent and the Remarketing Agent, not less than five Business Days prior to the date on which the Trustee must notify the Owners of the applicable series of the Bonds of a Change of Credit Facility pursuant to Section 2.11 2.18 of the Indenture and prior to the effective date of any such Change of Credit Facility, the following: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give notice pursuant to Section 2.11 (a2.18(a) of the Indenture; (2) an opinion a Favorable Opinion of Bond Counsel with respect to such Change of Credit Facility and stating, in effect, that such Change change of Credit Facility (A) is authorized under this Agreement, and (B) will not cause the interest on the Bonds to become includible in the gross income of the Owners thereof for federal income tax purposes; (3) a certificate of an Authorized Company Representative as to whether the applicable series of Bonds are then rated by either Xxxxx'x Moody's or S&P, or both; and (4) written evidence from Xxxxx'xMoody's, if the such Bonds are then rated by Xxxxx'xMoody's, and from S&P, if the such Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that such Change of Credit Facility will not, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of the such Bonds. (b) In lieu of satisfying the requirements of subsection (a) above, the Company may provide for a Change of Credit Facility at any time that the applicable series of Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers to the Trustee Trustee, the Auction Agent and the Remarketing Agent not less than 30 days before the effective date of the Change of Credit Facility: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.11 2.18 of the Indenture that the Bonds of the applicable series are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(b)(ii3.02(a)(iii) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of the Credit Facility; and (2) on or before the effective date of the Change of Credit Facility, the Company shall furnish to the Trustee an opinion a Favorable Opinion of Bond Counsel satisfying the requirement requirements of clause (2) of subsection (aSection 4.07(a)(2) above. (c) The Company may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section. (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof." (c) Section 4.09, Section 4.10 and Section 4.11 are hereby added to the end of Article IV of the Original Agreement to read as follows:

Credit Facility. (a) A Credit Facility shall be required if the Bonds are converted into any Interest Rate Period other than a Long-Term Interest Rate Period. The Company may at any time provide for a Change of Borrower hereby authorizes and directs the Trustee to draw moneys under the Credit Facility, provided if any, in accordance with the terms thereof and of the Indenture. (b) Any Credit Facility, at the option of the Borrower, may provide that the Company delivers drawings may be made thereunder to pay to the Trustee Trustee, in accordance with the terms thereof, (i) an amount equal to (A) the principal of the Bonds when due upon maturity, redemption or acceleration and (B) the Remarketing Agentportion of the purchase price of Bonds purchased .pursuant to Section 14.03(b) of the Indenture equal to the principal amount thereof; (ii) an amount equal to a specified number of days' interest, not less than five Business Days computed at the Maximum Interest Rate (as defined in the Indenture), on the Bonds to pay (A) accrued and unpaid interest on the Bonds, and (B) the portion of the purchase price of Bonds purchased pursuant to Section 14.03(b) of the Indenture equal to the accrued interest thereon; (iii) any part of the portion of the purchase price of Bonds purchased pursuant to Section 14.03(b) of the Indenture corresponding to redemption premium on the Bonds; and (iv) an amount to pay redemption premium, if any, on the Bonds which may be payable upon the redemption thereof. The Credit Facility shall be reduced to the extent of any drawings thereunder and reinstated in accordance with the terms thereof. The Borrower may, at its election, provide for one or more extensions of any Credit Facility in accordance with the terms of the Reimbursement Agreement in respect thereof. (c) On or prior to the 35th day preceding the mandatory purchase date on which the Trustee must notify the Owners of a Change of Credit Facility occurring pursuant to Section 2.11 4.08(c) of the Indenture and prior Indenture, the Borrower shall deliver to the effective date of any such Change of Credit FacilityTrustee, the followingTender Agent, the Remarketing Agent and the Bank: (1i) a notice which (A) states the effective date of expiration or termination of the Change of existing Credit Facility, (B) describes the terms of the Change of any substitute Credit FacilityFacility which may be provided in lieu thereof, and (C) directs the Trustee Trustee, after taking such actions thereunder as are required to give notice pursuant be taken to Section 2.11 (a) provide moneys due under the Indenture in respect of the Indenture; (2) an opinion of Bond Counsel statingBonds or the purchase thereof, in effect, that such Change of to surrender the Credit Facility (A) is authorized under this Agreement, and (B) will not cause to expire or to be terminated to the interest obligor thereon on the Bonds to become includible in the gross income effective date of the Owners thereof for federal income tax purposes; (3) a certificate substitute Credit Facility to be provided in lieu of an Authorized Company Representative as the Credit Facility to whether expire or to be terminated or, if no such Credit Facility is to be so provided, on the Bonds are then rated by either Xxxxx'x effective date of such expiration or S&P, or bothtermination; and (4ii) written evidence from Xxxxx'xMoody's, if the Bonds are then rated by Xxxxx'xMoodx'x, xxd S&P, if the Bonds are then ratex xx X&P, and from S&PFitch, if the Bonds are then rated by S&PFitch, in each case to of the effect action that such rating agency has reviewed will take with respect to the proposed Change rating assigned to the Bonds on such expiration or termination and delivery of a new Credit Facility and that such Change of Credit Facility will notFacility, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of the Bondsif any. (bd) In lieu of satisfying the requirements of subsection (a) above, the Company may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers On or prior to the Trustee and the Remarketing Agent not less than 30 days before 35th day preceding the effective date of expiration or termination of any Credit Facility and the Change substitution of another Credit FacilityFacility that does not result in a downgrading or withdrawal of any rating assigned to the Bonds, the Borrower shall deliver to the Trustee, the Tender Agent, the Remarketing Agent and the Bank: (1i) a notice which (A) states the effective date of expiration or termination of the Change of existing Credit Facility, (B) describes the terms of the Change of Credit FacilityFacility which is to be provided in lieu thereof, and (C) directs the Trustee to give notice pursuant surrender the Credit Facility to Section 2.11 of expire or to be terminated to the Indenture that the Bonds are subject to mandatory purchase, in whole, obligor thereon on or before the effective date of the Change of substitute Credit Facility to be provided in accordance with Section 3.02(b)(ii) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change lieu of the Credit FacilityFacility to expire or to be terminated; and (2ii) on written evidence from Moody's, if the Bonds are then rated by Moodx'x, xxd S&P, if the Bonds are then ratex xx X&P, and Fitch, if the Bonds are then rated by Fitch, that such expiration or before the effective date termination and delivery of a new Credit Facility will not result in a downgrading or withdrawal of the Change rating assigned to the Bonds by such rating agency. (e) In connection with any termination of a Credit Facility and/or the provision of a new Credit Facility, if any, the Company Borrower also shall furnish to the Trustee an opinion a Favorable Opinion of Bond Counsel satisfying (as defined in the requirement Indenture) and such other opinions of clause (2) of subsection (a) abovecounsel as to such other matters as the Issuer or the Trustee may request. (c) The Company may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section. (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof.

Credit Facility. (a) Initially, there shall be no Credit Facility. The Company Company, after receiving the written consent of the Municipal Bond Insurer (unless a Municipal Bond Insurer Default shall have occurred and be continuing), may at any time provide for a Change of Credit Facility, provided that the Company delivers to the Trustee Trustee, the Auction Agent, the Municipal Bond Insurer and the Remarketing Agent, not less than five Business Days prior to the date on which the Trustee must notify the Owners of a Change of Credit Facility pursuant to Section 2.11 2.18 of the Indenture and prior to the effective date of any such Change of Credit Facility, the following: (1) a notice which (A) states the effective date of the delivery of the Credit Facility or the date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give notice pursuant to Section 2.11 (a2.18(a) of the Indenture; (2) an opinion a Favorable Opinion of Bond Counsel with respect to such Change of Credit Facility and stating, in effect, that such Change of Credit Facility (A) is authorized under this Agreement, and (B) will not cause the interest on the Bonds to become includible in the gross income of the Owners thereof for federal income tax purposes; (3) a certificate of an Authorized Company Representative as to whether the Bonds are then rated by either Xxxxx'x Moody's or S&P, or both; and (4) written evidence from Xxxxx'xMoody's, if the Bonds are then rated by Xxxxx'xMoody's, and from S&P, if the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that such Change of Credit Facility will not, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of the Bonds. (b) In lieu of satisfying the requirements of subsection (a) above, the Company Company, after receiving the written consent of the Municipal Bond Insurer (unless a Municipal Bond Insurer Default shall have occurred and be continuing), may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers to the Trustee Trustee, the Municipal Bond Insurer, the Auction Agent and the Remarketing Agent not less than 30 days before the effective date of the Change of Credit Facility: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.11 2.18(b) of the Indenture that the Bonds are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(b)(ii3.02(a)(iii) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of the Credit Facility; and (2) on or before the effective date of the Change of Credit Facility, the Company shall furnish to the Trustee an opinion a Favorable Opinion of Bond Counsel satisfying the requirement requirements of clause (2) of subsection (aSection 4.11(a)(2) above. (c) The Company Company, after receiving the written consent of the Municipal Bond Insurer (unless a Municipal Bond Insurer Default shall have occurred and be continuing), may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section. (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof. ARTICLE V RESERVED

Credit Facility. (a) A Credit Facility shall be required if the Bonds are converted into any Interest Rate Period other than a Long-Term Interest Rate Period, and the terms of such Credit Facility in such event shall be satisfactory to the Bond Insurer. The Company may at any time provide for a Change of Borrower hereby authorizes and directs the Trustee to draw moneys under the Credit Facility, provided if any, in accordance with the terms thereof and of the Indenture. (b) Any Credit Facility, at the option of the Borrower, may provide that the Company delivers drawings may be made thereunder to pay to the Trustee Trustee, in accordance with the terms thereof, (i) an amount equal to (A) the principal of the Bonds when due upon maturity, redemption or acceleration and (B) the Remarketing Agentportion of the purchase price of Bonds purchased pursuant to Section 14.03(b) of the Indenture equal to the principal amount thereof; (ii) an amount equal to a specified number of days’ interest, not less than five Business Days computed at the Maximum Interest Rate (as defined in the Indenture), on the Bonds to pay (A) accrued and unpaid interest on the Bonds and (B) the portion of the purchase price of Bonds purchased pursuant to Section 14.03(b) of the Indenture equal to the accrued interest thereon; (iii) any part of the portion of the purchase price of Bonds purchased pursuant to Section 14.03(b) of the Indenture corresponding to redemption premium on the Bonds; and, (iv) an amount to pay redemption premium, if any, on the Bonds which may be payable upon the redemption thereof. The Credit Facility shall be reduced to the extent of any drawings thereunder and reinstated in accordance with the terms thereof. The Borrower may, at its election, provide for one or more extensions of any Credit Facility in accordance with the terms of the Reimbursement Agreement in respect thereof. (c) On or prior to the 35th day preceding the mandatory purchase date on which the Trustee must notify the Owners of a Change of Credit Facility occurring pursuant to Section 2.11 4.08(c) of the Indenture and prior Indenture, the Borrower shall deliver to the effective date of any such Change of Credit FacilityTrustee, the followingTender Agent, the Remarketing Agent and the Bank: (1i) a notice which (A) states the effective date of expiration or termination of the Change of existing Credit Facility, (B) describes the terms of the Change of any substitute Credit FacilityFacility which may be provided in lieu thereof, and (C) directs the Trustee Trustee, after taking such actions thereunder as are required to give notice pursuant be taken to Section 2.11 (a) provide moneys due under the Indenture in respect of the Indenture; (2) an opinion of Bond Counsel statingBonds or the purchase thereof, in effect, that such Change of to surrender the Credit Facility (A) is authorized under this Agreement, and (B) will not cause to expire or to be terminated to the interest obligor thereon on the Bonds to become includible in the gross income effective date of the Owners thereof for federal income tax purposes; (3) a certificate substitute Credit Facility to be provided in lieu of an Authorized Company Representative as the Credit Facility to whether expire or to be terminated or, if no such Credit Facility is to be so provided, on the Bonds are then rated by either Xxxxx'x effective date of such expiration or S&P, or bothtermination; and (4ii) written evidence from Xxxxx'xXxxxx’x, if the Bonds are then rated by Xxxxx'xXxxxx’x, and from S&P, if the Bonds are then rated by S&P, in each case to and Fitch, if the effect Bonds are then rated by Fitch, of the action that such rating agency has reviewed will take with respect to the proposed Change rating assigned to the Bonds on such expiration or termination and delivery of a new Credit Facility and that such Change of Credit Facility will notFacility, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of the Bondsif any. (bd) In lieu of satisfying the requirements of subsection (a) above, the Company may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers On or prior to the Trustee and the Remarketing Agent not less than 30 days before 35th day preceding the effective date of expiration or termination of any Credit Facility and the Change substitution of another Credit FacilityFacility that does not result in a downgrading or withdrawal of any rating assigned to the Bonds, the Borrower shall deliver to the Trustee, the Tender Agent, the Remarketing Agent and the Bank: (1i) a notice which (A) states the effective date of expiration or termination of the Change of existing Credit Facility, (B) describes the terms of the Change of Credit FacilityFacility which is to be provided in lieu thereof, and (C) directs the Trustee to give notice pursuant surrender the Credit Facility to Section 2.11 of expire or to be terminated to the Indenture that the Bonds are subject to mandatory purchase, in whole, obligor thereon on or before the effective date of the Change of substitute Credit Facility to be provided in accordance with Section 3.02(b)(ii) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change lieu of the Credit FacilityFacility to expire or to be terminated; and (2ii) on written evidence from Xxxxx’x, if the Bonds are then rated by Xxxxx’x, and S&P, if the Bonds are then rated by S&P, and Fitch, if the Bonds are then rated by Fitch, that such expiration or before the effective date termination and delivery of a new Credit Facility will not result in a downgrading or withdrawal of the Change rating assigned to the Bonds by such rating agency. (e) In connection with any termination of a Credit Facility and/or the provision of a new Credit Facility, if any, the Company Borrower also shall furnish to the Trustee an opinion a Favorable Opinion of Bond Counsel satisfying (as defined in the requirement Indenture) and such other opinions of clause (2) of subsection (a) abovecounsel as to such other matters as the Issuer or the Trustee may request. (c) The Company may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section. (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof.