Common use of Issuance of Commercial Paper Notes Clause in Contracts

Issuance of Commercial Paper Notes. (a) Each Commercial Paper Note issued by the Company shall be issued in a Face Amount of at least $100,000 and shall be duly executed by it and delivered to the Depositary in accordance with the terms of the Depositary Agreement. No Commercial Paper Note shall be issued by the Company except through the Depositary and in accordance with the terms of this Agreement and the Depositary Agreement. The Company shall not at any time issue Commercial Paper Notes in an aggregate Face Amount exceeding the sum of (i) the Unused Commitment plus (ii) the proceeds of such Commercial Paper Notes to be deposited, on the same day as the day of such issuance, in the Commercial Paper Account for the purpose of reimbursing LOC Payments relating to matured and concurrently maturing Commercial Paper Notes (whether or not presented for payment) plus (iii) the proceeds of such Commercial Paper Notes to be deposited, on the same day as the day of such issuance, in the Commercial Paper Account for the purpose of contemporaneously repaying outstanding Loans; provided, however, that (after giving effect to the use of such deposits) at no time shall the sum (i) of the aggregate Face Amount of outstanding Commercial Paper Notes plus (ii) the aggregate unpaid principal amount of outstanding Loans plus (iii) the aggregate amount of unreimbursed LOC Payments exceed the Total Commitment then in effect. (b) The Company shall not issue Commercial Paper Notes unless the Bank shall have consented in writing to such issuance. The Company shall not, after the receipt of instructions from the Bank to cease issuing Commercial Paper Notes, issue Commercial Paper Notes until the Bank shall have rescinded such instructions and shall have consented in writing to the issuance of Commercial Paper Notes. Any instructions by the Bank to cease issuing Commercial Paper Notes and each notice rescinding (or consenting to the rescission of) such instructions shall be in writing or by telephone (confirmed in writing promptly thereafter) or by facsimile transmission or telex and shall also be given to the Depositary. The Bank hereby agrees that, unless an Event of Default (or, in the case of an issuance of Commercial Paper Notes which would increase the Outstandings, an event which, with the giving of notice or lapse of time or both, would constitute an Event of Default) shall have occurred and be continuing, and except as provided in Section 2.07 hereof, it shall not give or keep in effect instructions to cease issuing Commercial Paper Notes so long as each of the conditions precedent specified in Article VI hereof with respect to the issuance of Commercial Paper Notes shall have been satisfied.

Issuance of Commercial Paper Notes. (a) Each Commercial Paper Note issued by the Company shall be issued in a Face Amount of at least $100,000 and shall be duly executed by it and delivered to the Depositary in accordance with the terms of the Depositary Agreement. No Commercial Paper Note shall be issued by the Company except through the Depositary and in accordance with the terms of this Agreement and the Depositary Agreement. The Company shall not at any time issue Commercial Paper Notes in an aggregate Face Amount exceeding the sum of (i) the Unused Commitment plus (ii) the proceeds of such Commercial Paper Notes to be deposited, on the same day as the day of such issuance, in the Commercial Paper Account for the purpose of reimbursing LOC Payments relating to matured and concurrently maturing Commercial Paper Notes (whether or not presented for payment) plus (iii) the proceeds of such Commercial Paper Notes to be deposited, on the same day as the day of such issuance, in the Commercial Paper Account for the purpose of contemporaneously repaying outstanding Loans; provided, however, that (after giving effect to the use of such deposits) at no time shall the sum (i) of the aggregate Face Amount of outstanding Commercial Paper Notes plus (ii) the aggregate unpaid principal amount of outstanding Loans plus (iii) the aggregate amount of unreimbursed LOC Payments exceed the Total Commitment then in effect. (b) The Company shall not issue Commercial Paper Notes unless the Bank shall have consented in writing to such issuance. The Company shall not, after the receipt of instructions from the Bank to cease issuing Commercial Paper Notes, issue Commercial Paper Notes until the Bank shall have rescinded such instructions and shall have consented in writing to the issuance of Commercial Paper Notes. Any instructions by the Bank to cease issuing Commercial Paper Notes and each notice rescinding (or consenting to the rescission of) such instructions shall be in writing or by telephone (confirmed in writing promptly thereafter) or by facsimile transmission or telex and shall also be given to the Depositary. The Bank hereby agrees that, unless an Event of Default (or, in the case of an issuance of Commercial Paper Notes which would increase the Outstandings, an event which, with the giving of notice or lapse of time or both, would constitute an Event of a Default) shall have occurred and be continuing, and except as provided in Section 2.07 hereof2.07, it shall not give or keep in effect instructions to cease issuing Commercial Paper Notes so long as each of the applicable conditions precedent specified in Article VI hereof Section 6.04 with respect to the issuance of Commercial Paper Notes shall have been satisfied.

Issuance of Commercial Paper Notes. (a) Each Commercial Paper Note issued by the Company shall be issued in a Face Amount of at least $100,000 and shall be duly executed by it and delivered to the Depositary in accordance with the terms of the Depositary Agreement. No Commercial Paper Note shall be issued by the Company except through the Depositary and in accordance with the terms of this Agreement and the Depositary Agreement. The Company shall not at any time issue Commercial Paper Notes in an aggregate Face Amount exceeding the sum of (i) the Unused Commitment plus (ii) the proceeds of such Commercial Paper Notes to be deposited, on the same day as the day of such issuance, in the Commercial Paper Account for the purpose of reimbursing LOC Payments relating to matured and concurrently maturing Commercial Paper Notes (whether or not presented for payment) plus (iii) the proceeds of such Commercial Paper Notes to be deposited, on the same day as the day of such issuance, in the Commercial Paper Account for the purpose of contemporaneously repaying outstanding Loans; provided, however, that (after giving effect to the use of such deposits) at no time shall the sum (i) of the aggregate Face Amount of outstanding Commercial Paper Notes plus (ii) the aggregate unpaid principal amount of outstanding Loans plus (iii) the aggregate amount of unreimbursed LOC Payments exceed the Total Commitment then in effect. (b) . The Company shall not issue Commercial Paper Notes unless the Bank shall have consented in writing to such issuance. The Company shall not, after the receipt of instructions from the Bank to cease issuing Commercial Paper Notes, issue Commercial Paper Notes until the Bank shall have rescinded such instructions and shall have consented in writing to the issuance of Commercial Paper Notes. Any instructions by the Bank to cease issuing Commercial Paper Notes and each notice rescinding (or consenting to the rescission of) such instructions shall be in writing or by telephone (confirmed in writing promptly thereafter) or by facsimile transmission or telex and shall also be given to the Depositary. The Bank hereby agrees that, unless an Event of Default (or, in the case of an issuance of Commercial Paper Notes which would increase the Outstandings, an event which, with the giving of notice or lapse of time or both, would constitute an Event of a Default) shall have occurred and be continuing, and except as provided in Section 2.07 hereof, it shall not give or keep in effect instructions to cease issuing Commercial Paper Notes so long as each of the conditions precedent specified in Article VI hereof with respect to the issuance of Commercial Paper Notes shall have been satisfied.

Issuance of Commercial Paper Notes. (a) Each Issuance Requests shall be in the form attached hereto as Exhibit B. Issuance Requests may be delivered by an Authorized Representative through an electronic instruction and reporting communication service offered by Bank pursuant to Section 10 hereof, in each case received by Bank at the address specified in Section 19 hereof prior to 12:00 p.m. on the day on which such Issuance Request is to be operative. If Bank, at its option, acts upon an Issuance Request received after 12:00 p.m. on the day on which the Issuance Request is to be operative, City understands and agrees that (a) such Issuance Request shall be acted upon on a best-efforts basis, and (b) Bank makes no representation or warranty that the issuance and delivery of any Commercial Paper Note issued by the Company pursuant to such Issuance Request shall be issued in a Face Amount completed prior to the close of at least $100,000 and business on such date. Any Issuance Request given by telephone shall be duly executed confirmed to Bank in writing, either by it regular mail (upon receipt), electronic transmission or facsimile, by an Authorized Representative prior to 1:00 p.m. in the form of Exhibit B hereto on the day on which such Issuance Request is to be operative. (b) Bank's duties and delivered responsibilities in connection with the issuance of the Commercial Paper Notes shall include: a. holding the Master Commercial Paper Notes in safekeeping and completing or causing to the Depositary be completed, each Master Commercial Paper Note as to amount, date, maturity date, interest rate and interest amount upon receipt of Issuance Requests in accordance with the terms Ordinance; b. (1) verifying that the aggregate principal amount of the Depositary Agreement. No Commercial Paper Note shall be issued by the Company except through the Depositary and in accordance with the terms of this Agreement and the Depositary Agreement. The Company shall not at any time issue Commercial Paper Notes described in an each Issuance Request (together with the interest thereon), plus the aggregate Face Amount exceeding principal amount of all Commercial Paper Notes then outstanding (together with the sum interest thereon), less the aggregate principal amount of (i) any of the Unused Commitment plus (ii) the proceeds of such then Outstanding Commercial Paper Notes to be deposited, on retired concurrently with the same day as the day issuance of such issuance, in the Commercial Paper Account for Notes described in the purpose Issuance Request (including interest thereon), does not exceed the maximum principal amount of reimbursing LOC Payments relating to matured and concurrently maturing the Commercial Paper Notes (whether or not presented for payment) plus (iii) authorized in section 2.01 of the proceeds of such Commercial Paper Notes Ordinance to be deposited, on outstanding at any one time (the same day as the day of such issuance, in the Commercial Paper Account for the purpose of contemporaneously repaying outstanding Loans; provided, however, that (after giving effect to the use of such deposits) at no time shall the sum (i) of the aggregate Face Amount of outstanding Commercial Paper Notes plus (ii) the aggregate unpaid principal amount of outstanding Loans plus (iii) the aggregate amount of unreimbursed LOC Payments exceed the Total Commitment then in effect. (b) The Company shall not issue Commercial Paper Notes unless the Bank shall have consented in writing to such issuance. The Company shall not, after the receipt of instructions from the Bank to cease issuing Commercial Paper Notes, issue Commercial Paper Notes until the Bank shall have rescinded such instructions and shall have consented in writing to the issuance of Commercial Paper Notes. Any instructions by the Bank to cease issuing Commercial Paper Notes and each notice rescinding (or consenting to the rescission of) such instructions shall be in writing or by telephone (confirmed in writing promptly thereafter) or by facsimile transmission or telex and shall also be given to the Depositary. The Bank hereby agrees that, unless an Event of Default (or, in the case of an issuance of Commercial Paper Notes which would increase the Outstandings, an event which, with the giving of notice or lapse of time or both, would constitute an Event of Default) shall have occurred and be continuing"Authorized Amount"), and except as provided in Section 2.07 hereof, it shall not give or keep in effect instructions (2) assigning to cease issuing Commercial Paper Notes so long as each of the conditions precedent specified in Article VI hereof with respect to the issuance of Commercial Paper Notes shall have been satisfied.Issuance Request received from City a CUSIP number;

Issuance of Commercial Paper Notes. (a) Each Commercial Paper Note issued by the Company Trust shall be issued in a Face Amount of at least $100,000 and shall be duly executed by it and delivered to the Depositary in accordance with the terms of the Depositary Agreement. No Commercial Paper Note shall be issued by the Company Trust except through the Depositary and in accordance with the terms of this Agreement and the Depositary Agreement. The Company Trust shall not at any time issue Commercial Paper Notes in an aggregate Face Amount exceeding the sum of (i) the Unused Commitment plus (ii) the proceeds of such Commercial Paper Notes to be deposited, on the same day as the day of such issuance, in the Commercial Paper Account for the purpose of reimbursing LOC Payments relating to matured and concurrently maturing Commercial Paper Notes (whether or not presented for payment) plus (iii) the proceeds of such Commercial Paper Notes to be deposited, on the same day as the day of such issuance, in the Commercial Paper Account for the purpose of contemporaneously repaying outstanding Loans; provided, however, that (after giving effect to the use of such deposits) at no time shall the sum (i) of the aggregate Face Amount of outstanding Commercial Paper Notes plus (ii) the aggregate unpaid principal amount of outstanding Loans plus (iii) the aggregate amount of unreimbursed LOC Payments exceed the Total Commitment then in effect. (b) The Company Trust shall not issue Commercial Paper Notes unless the Bank shall have consented in writing to such issuance. The Company Trust shall not, after the receipt of instructions from the Bank to cease issuing Commercial Paper Notes, issue Commercial Paper Notes until the Bank shall have rescinded such instructions and shall have consented in writing to the issuance of Commercial Paper Notes. Any instructions by the Bank to cease issuing Commercial Paper Notes and each notice rescinding (or consenting to the rescission of) such instructions shall be in writing or by telephone (confirmed in writing promptly thereafter) or by facsimile transmission or telex and shall also be given to the Depositary. The Bank hereby agrees that, unless an Event of Default (or, in the case of an issuance of Commercial Paper Notes which would increase the Outstandings, an event which, with the giving of notice or lapse of time or both, would constitute an Event of a Default) shall have occurred and be continuing, and except as provided in Section 2.07 hereof2.07, it shall not give or keep in effect instructions to cease issuing Commercial Paper Notes so long as each of the applicable conditions precedent specified in Article VI hereof Section 6.04 with respect to the issuance of Commercial Paper Notes shall have been satisfied.

Issuance of Commercial Paper Notes. (a) Each Prior to or on the date of a proposed issuance of Commercial Paper Note issued by Notes, the Company Dealer and the CP Issuer shall be issued in a Face Amount of at least $100,000 and shall be duly executed by it and delivered confer as to the Depositary in accordance with the terms face amounts, maturities and denominations of the Depositary Agreement. No Commercial Paper Note shall be issued by Notes, the Company except through applicable discounts from the Depositary and in accordance with CP Matured Values at which the terms of this Agreement and the Depositary Agreement. The Company shall not at any time issue Commercial Paper Notes in an aggregate Face Amount exceeding the sum of (i) the Unused Commitment plus (ii) the proceeds of are to be issued and whether such Commercial Paper Notes are to be deposited, issued in certificated or book-entry-only form. When the Dealer and the CP Issuer have mutually agreed on the same day as the day financial terms of such issuance, in the Commercial Paper Account Notes, including appropriate compensation for the purpose of reimbursing LOC Payments relating Dealer's services hereunder, the Dealer will instruct the Depositary to matured and concurrently maturing Commercial Paper Notes (whether or not presented for payment) plus (iii) the proceeds of such Commercial Paper Notes to be deposited, on the same day as the day of such issuance, in the Commercial Paper Account for the purpose of contemporaneously repaying outstanding Loans; provided, however, that (after giving effect to the use of such deposits) at no time shall the sum deliver either (i) duly executed and countersigned Certificated Notes to the persons specified by the Dealer on the date of the aggregate Face Amount of outstanding Commercial Paper Notes plus issuance or (ii) BEO Notes through the aggregate unpaid principal amount book-entry-only program of outstanding Loans plus (iii) DTC in the aggregate amount name of unreimbursed LOC Payments exceed the Total Commitment then in effectpersons specified by the Dealer on the date of issuance, as appropriate. (b) The Company authentication and delivery of Certificated Notes and the issuance of BEO Notes through the facilities of DTC by the Depositary pursuant to the Depositary Agreement (referred to collectively with this Agreement as the "CP AGREEMENTS") shall not issue constitute the issuance of such Commercial Paper Notes unless by the Bank CP Issuer. All Certificated Notes issued shall be in conformity with the applicable provisions of the Depositary Agreement and the Liquidity Agreement. The CP Issuer shall deliver Certificated Notes signed by the CP Issuer to the Depositary and instructions shall be delivered to the Depositary to complete, authenticate and deliver such Certificated Notes in the manner prescribed in the Depositary Agreement. The Dealer shall be entitled to compensation (the "DEALER FEE") at such rates and paid in such manner as the CP Issuer and the Dealer shall from time to time agree and to reimbursement for its reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) in connection with the transactions contemplated hereby. (c) At or prior to 12:00 p.m. (New York City time) on any Business Day on which the Dealer shall have consented determined, in writing to such issuance. The Company shall notits sole judgment, after that no market exists for the receipt of instructions from the Bank to cease issuing Commercial Paper Notes, issue Commercial Paper Notes until the Bank Dealer shall have rescinded such instructions and shall have consented in writing provide notice to the issuance Depositary and the CP Issuer of Commercial Paper Notes. Any instructions by such occurrence. (d) If the Bank to cease issuing Commercial Paper Notes and each notice rescinding Dealer receives, after 12:00 p.m. (or consenting to the rescission ofNew York City time) such instructions shall be in writing or by telephone (confirmed in writing promptly thereafter) or by facsimile transmission or telex and shall also be given to the Depositary. The Bank hereby agrees that, unless an Event on any date of Default (or, in the case of an proposed issuance of Commercial Paper Notes which would increase instructions then in effect from the OutstandingsLiquidity Agent, an event which, with that the giving of notice or lapse of time or both, would constitute an Event of Default) shall have occurred and be continuing, and except as provided in Section 2.07 hereof, it Depositary shall not give issue or keep in effect instructions to cease issuing deliver Commercial Paper Notes so long as each of Notes, then the conditions precedent specified Dealer shall at that point in Article VI hereof with respect time use its best efforts to the issuance stop any further sales of Commercial Paper Notes shall have been satisfiedas soon as practicable and shall, in any event, stop such sales by the close of business on such day. (e) The offer and sale of the Commercial Paper Notes by the CP Issuer is to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "1933 ACT"), provided by Section 4(2) thereof, which exempts transactions by an issuer not involving any public offering. Unless the Commercial Paper Notes are so exempt by reason of said Section 3(a)(3), offers and sales of the Commercial Paper Notes by the Dealer on behalf of the CP Issuer will be made only to "accredited investors" (as such term is defined in Rule 501 under the 1933 Act) in accordance with the general provisions of Rule 506 undex xxx 0033 Act. (f) The CP Issuer and the Dealer agree to adhere to the following procedures in connection with the offer and sale or resale of the Commercial Paper Notes: (i) The Commercial Paper Notes will not be offered or sold by any means of general solicitation or general advertising. (ii) No sale of the Commercial Paper Notes to any one purchaser will be for less than $200,000 face amount ($10,000 face amount if purchased by the Dealer for its own account) and no Commercial Paper Note will be issued in a smaller face amount. (iii) Unless the Commercial Paper Notes are exempt from the registration requirements of the 1933 Act by Section 3(a)

Issuance of Commercial Paper Notes. (a) Each Commercial Paper Note issued by the Company Trust shall be issued in a Face Amount of at least $100,000 and shall be duly executed by it and delivered to the Depositary in accordance with the terms of the Depositary Agreement. No Commercial Paper Note shall be issued by the Company Trust except through the Depositary and in accordance with the terms of this Agreement and the Depositary Agreement. The Company Trust shall not at any time issue Commercial Paper Notes in an aggregate Face Amount exceeding the sum of (i) the Unused Commitment plus (ii) the proceeds of such Commercial Paper Notes to be deposited, on the same day as the day of such issuance, in the Commercial Paper Account for the purpose of reimbursing LOC Payments relating to matured and concurrently maturing Commercial Paper Notes (whether or not presented for payment) plus (iii) the proceeds of such Commercial Paper Notes to be deposited, on the same day as the day of such issuance, in the Commercial Paper Account for the purpose of contemporaneously repaying outstanding Loans; provided, however, that (after giving effect to the use of such deposits) at no time shall the sum (i) of the aggregate Face Amount of outstanding Commercial Paper Notes plus (ii) the aggregate unpaid principal amount of outstanding Loans plus (iii) the aggregate amount of unreimbursed LOC Payments exceed the Total Commitment then in effect. (b) The Company Trust shall not issue Commercial Paper Notes unless the Bank shall have consented in writing to such issuance. The Company Trust shall not, after the receipt of instructions from the Bank to cease issuing Commercial Paper Notes, issue Commercial Paper Notes until the Bank shall have rescinded such instructions and shall have consented in writing to the issuance of Commercial Paper Notes. Any instructions by the Bank to cease issuing Commercial Paper Notes and each notice rescinding (or consenting to the rescission of) such instructions shall be in writing or by telephone (confirmed in writing promptly thereafter) or by facsimile transmission or telex and shall also be given to the Depositary. The Bank hereby agrees that, unless an Event of Default (or, in the case of an issuance of Commercial Paper Notes which would increase the Outstandings, an event which, with the giving of notice or lapse of time or both, would constitute an Event of Default) shall have occurred and be continuing, and except as provided in Section 2.07 hereof, it shall not give or keep in effect instructions to cease issuing Commercial Paper Notes so long as each of the conditions precedent specified in Article VI hereof with respect to the issuance of Commercial Paper Notes shall have been satisfied.

Issuance of Commercial Paper Notes. (a) Each Prior to or on the date of a proposed issuance of Commercial Paper Note issued by Notes, the Company Dealer and the CP Issuer shall be issued in a Face Amount of at least $100,000 and shall be duly executed by it and delivered confer as to the Depositary in accordance with the terms face amounts, maturities and denominations of the Depositary Agreement. No Commercial Paper Note shall be issued by Notes, the Company except through applicable discounts from the Depositary and in accordance with CP Matured Values at which the terms of this Agreement and the Depositary Agreement. The Company shall not at any time issue Commercial Paper Notes in an aggregate Face Amount exceeding the sum of (i) the Unused Commitment plus (ii) the proceeds of are to be issued and whether such Commercial Paper Notes are to be deposited, issued in certificated or book-entry-only form. When the Dealer and the CP Issuer have mutually agreed on the same day as the day financial terms of such issuance, in the Commercial Paper Account Notes, including appropriate compensation for the purpose of reimbursing LOC Payments relating Dealer's services hereunder, the Dealer will instruct the Depositary to matured and concurrently maturing Commercial Paper Notes (whether or not presented for payment) plus (iii) the proceeds of such Commercial Paper Notes to be deposited, on the same day as the day of such issuance, in the Commercial Paper Account for the purpose of contemporaneously repaying outstanding Loans; provided, however, that (after giving effect to the use of such deposits) at no time shall the sum deliver either (i) duly executed and countersigned Certificated Notes to the persons specified by the Dealer on the date of the aggregate Face Amount of outstanding Commercial Paper Notes plus issuance or (ii) BEO Notes through the aggregate unpaid principal amount book-entry-only program of outstanding Loans plus (iii) DTC in the aggregate amount name of unreimbursed LOC Payments exceed the Total Commitment then in effectpersons specified by the Dealer on the date of issuance, as appropriate. (b) The Company authentication and delivery of Certificated Notes and the issuance of BEO Notes through the facilities of DTC by the Depositary pursuant to the Depositary Agreement (referred to collectively with this Agreement as the "CP AGREEMENTS") shall not issue constitute the issuance of such Commercial Paper Notes unless by the Bank CP Issuer. All Certificated Notes issued shall be in conformity with the applicable provisions of the Depositary Agreement and the Liquidity Agreement. The CP Issuer shall deliver Certificated Notes signed by the CP Issuer to the Depositary and instructions shall be delivered to the Depositary to complete, authenticate and deliver such Certificated Notes in the manner prescribed in the Depositary Agreement. The Dealer shall be entitled to compensation (the "DEALER FEE") at such rates and paid in such manner as the CP Issuer and the Dealer shall from time to time agree and to reimbursement for its reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) in connection with the transactions contemplated hereby. (c) At or prior to 12:00 p.m. (New York City time) on any Business Day on which the Dealer shall have consented determined, in writing to such issuance. The Company shall notits sole judgment, after that no market exists for the receipt of instructions from the Bank to cease issuing Commercial Paper Notes, issue Commercial Paper Notes until the Bank Dealer shall have rescinded such instructions and shall have consented in writing provide notice to the issuance Depositary and the CP Issuer of Commercial Paper Notes. Any instructions by such occurrence. (d) If the Bank to cease issuing Commercial Paper Notes and each notice rescinding Dealer receives, after 12:00 p.m. (or consenting to the rescission ofNew York City time) such instructions shall be in writing or by telephone (confirmed in writing promptly thereafter) or by facsimile transmission or telex and shall also be given to the Depositary. The Bank hereby agrees that, unless an Event on any date of Default (or, in the case of an proposed issuance of Commercial Paper Notes which would increase instructions then in effect from the OutstandingsLiquidity Agent, an event which, with that the giving of notice or lapse of time or both, would constitute an Event of Default) shall have occurred and be continuing, and except as provided in Section 2.07 hereof, it Depositary shall not give issue or keep in effect instructions to cease issuing deliver Commercial Paper Notes so long as each of Notes, then the conditions precedent specified Dealer shall at that point in Article VI hereof with respect time use its best efforts to the issuance stop any further sales of Commercial Paper Notes shall have been satisfiedas soon as practicable and shall, in any event, stop such sales by the close of business on such day. (e) The offer and sale of the Commercial Paper Notes by the CP Issuer is to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "1933 ACT"), provided either by Section 3(a)(3) or by Section 4(2) thereof, which exempts transactions by an issuer not involving any public offering. Unless the Commercial Paper Notes are so exempt by reason of said Section 3(a)(3), offers and sales of the Commercial Paper Notes by the Dealer on behalf of the CP Issuer will be made only to "accredited investors" (as such term is defined in Rule 501 under the 1933 Act) in accordance with the general provisions of Rule 506 undex xxx 0033 Act. (f) The CP Issuer and the Dealer agree to adhere to the following procedures in connection with the offer and sale or resale of the Commercial Paper Notes: (i) The Commercial Paper Notes will not be offered or sold by any means of general solicitation or general advertising. (ii) No sale of the Commercial Paper Notes to any one purchaser will be for less than $200,000 face amount ($10,000 face amount if purchased by the Dealer for its own account) and no Commercial Paper Note will be issued in a smaller face amount. (iii) Unless the Commercial Paper Notes are exempt from the registration requirements of the 1933 Act by Section 3(a)

Issuance of Commercial Paper Notes. (a) Each From time to time during the term of this Depositary Agreement and subject to the terms and conditions hereof, and upon your timely receipt of written or telecopy instructions specifying the information required by Section 4(b) hereof transmitted to you by means of the electronic time-sharing facility known as U.S. Bank Trust National Association New York CP System (the "CP System") or in such other manner as you then employ as your normal business practice, not later than 1:00 p.m. (New York City time) on a Business Day, from a Representative or a Dealer Representative, on the date of issuance of any Commercial Paper Notes (in the case of instructions from a Representative, a copy of such instructions shall be sent by said Representative to the Dealer through which such Commercial Paper Notes are being sold), you shall cause the issuance of such Commercial Paper Notes in accordance with the instructions so received and in the manner set forth in, and take such other actions as are required by, the Letter of Representations and the Certificate Agreement against payment of the net sales price set forth in the issuance instructions as provided in Section 5 hereof. Instructions given via the CP System shall be entered as prescribed in the user documentation provided by you and all instructions, whether via the CP System, by telephone or in writing, must be entered into the CP System or received by you as the case may be, not later than 12:30 p.m. (New York City time) for, same-day delivery. (b) Issuance instructions with respect to any Commercial Paper Note issued transmitted to you by a Representative or a Dealer Representative must specify: (i) the Company date of issuance thereof (which shall be issued a Business Day); (ii) the maturity date thereof; provided that the Issuer will cause the Representative or Dealer Representative transmitting such instructions to ensure, and you will ensure, that such date is a Business Day which shall not be later than the earlier to occur of (A) the 360th day next succeeding the date of issuance thereof and (B) the Stated Termination Date; (iii) the Face Amount thereof; provided that the Issuer will cause the Representative or Dealer Representative to ensure, and you will ensure, that such Face Amount is U.S.$100,000 or an integral multiple of U.S.$1,000 in excess thereof; (iv) the net sales price thereof; and (v) a delivery order to debit the relevant Dealer's account with DTC for such net sales price against credit of such amount to your account with DTC in trust for the benefit of the beneficiaries of the Commercial Paper Account. (c) You shall send a report (by facsimile or other means permitted hereunder) to the Issuer, the Issuing Bank and the Administrative Agent on a monthly basis of your issuance of Commercial Paper Notes under this Section 4, including the series, maturity date and Face Amount of at least $100,000 each Commercial Paper Note issued. (d) The Issuer shall not permit any Representative or Dealer Representative to request you to (and shall be duly executed by it and delivered you will not) issue or deliver any Commercial Paper Note for the account of the Issuer if the Face Amount of such Commercial Paper Note, when added to the Depositary aggregate Face Amount of all other Commercial Paper Notes then Outstanding having the same stated maturity date, would exceed the product of (i) 50% and (ii) the Stated Amount (the "Settlement Limits"). Notwithstanding the foregoing settlement limits, in connection with an extension of the Stated Termination Date or a renewal of the Letter of Credit Facility, the aggregate Face Amount of all Commercial Paper Notes then Outstanding may mature on one Business Day that is on or prior to the Stated Termination Date. These Settlement Limits are for the benefit of the Issuing Bank, which may in its sole discretion waive these requirements in writing without the prior consent of any party to any Transaction Document. All Commercial Paper Notes will be issued on a discount basis. (e) The Issuing Bank shall deliver to you on the date hereof, a notice substantially in the form of Annex F (an "Issuance Limit Notice") setting forth the Issuance Limit (as such term is defined below) and you shall permit (until such notice is amended or terminated by the Issuing Bank), the issuance and delivery of any Commercial Paper Note if the Face Amount of such Commercial Paper Note, when added to the aggregate Face Amount of all other Commercial Paper Notes then Outstanding, would not exceed the Issuance Limit (the "Issuance Limit," being (i) initially, the amount that is the difference between the Stated Amount and the Standby L/C Sublimit as notified to you in the Issuance Limit Notice, or (ii) any such other amount as you may be notified of pursuant to a Revised Issuance Limit Notice (as such term is defined herein) in accordance with the terms of this Section 4(e)). During the Depositary Agreementterm, the Issuer may request that the Issuing Bank provide you with notice that the Issuance Limit has been increased, provided, however, that after such increase, the Aggregate Outstandings may not exceed the aggregate amount of Commitments then in effect. Upon such request, the Issuing Bank shall send you a notice, substantially in the form of Annex G (a "Revised Issuance Limit Notice"), increasing the Issuance Limit, and upon receipt thereof, you shall permit the issuance and delivery of any Commercial Paper Note if the Face Amount of such Commercial Paper Note, when added to the aggregate Face Amount of all other Commercial Paper Notes then Outstanding would not exceed the then-applicable Issuance Limit. A Revised Issuance Limit Notice shall be transmitted to you not later than 1:00 p.m. (New York City time) on a Business Day and shall be effective upon receipt. You will be liable to the Issuing Bank for any action taken or omitted to be taken or any cost, expense, loss or injury resulting from your actions or your performance or lack of performance of your duties under or in connection with this Section 4(e) or any Issuance Limit Notice that is due to negligence or willful misconduct. (f) You shall be entitled conclusively to assume that the Stated Termination Date is as set forth in the Letter of Credit. (g) You shall be entitled to rely and shall be fully and completely protected in relying on instructions given to you by any Representative or Dealer Representative unless, as herein provided, you receive timely contrary instructions from the Issuing Bank or the Administrative Agent. Each delivery of Commercial Paper Notes shall be subject to the rules of the New York Clearing House in effect at the time of delivery. (h) No Commercial Paper Note shall be issued or delivered by you unless you shall have received complete instructions from a Representative or a Dealer Representative as to the Company except through matters specified in paragraph (b) above. Any instructions given to you by a Representative or a Dealer Representative to issue and deliver any Commercial Paper Note hereunder shall constitute a representation and warranty on the part of the Issuer that the issuance of such Commercial Paper Note will not in any material respect violate or contravene any Requirement of Law or Contractual Obligation binding upon the Issuer (including any securities law or any order of any court or other Governmental Authority) and will be in conformity with the terms of the Reimbursement Agreement and this Depositary Agreement. The Issuer acknowledges that the Issuing Bank is relying on the representations and warranties on the part of the Issuer contained in the preceding sentence. (i) Notwithstanding any instructions received by you from a Representative or a Dealer Representative, if you shall receive a Notice of Termination or a Notice of Default from the Issuing Bank or a Notice of Acceleration from the Administrative Agent, or instructions from the Issuer, the Issuing Bank or the Administrative Agent in accordance with Section 2.07 or Section 12.02(e) of the Reimbursement Agreement not to issue or deliver any additional Commercial Paper Notes, unless such notice or instructions are revoked in writing or superseded by further instructions from the party who sent such notice or instructions in accordance with the terms of this Agreement and the Depositary Reimbursement Agreement. The Company , you shall not at issue or deliver any time issue additional Commercial Paper Notes. (j) Upon receipt from the Issuing Bank of a Notice of Default, you shall promptly deliver to the Issuing Bank a Notice of Default Reduction in the form of Annex E-2 to the Letter of Credit (A) specifying the aggregate Face Amount of Commercial Paper Notes then Outstanding (B) acknowledging the amount by which the Stated Amount shall be reduced, (C) specifying the date which is the latest maturity date of any Commercial Paper Note then Outstanding, (D) confirming the latest expiration date of any outstanding Standby L/C and (E) acknowledging the date on which the Letter of Credit shall terminate. If you receive a Notice of Termination from the Issuing Bank and there are Commercial Paper Notes then Outstanding, you will immediately advise the Issuing Bank thereof as specified in an aggregate Face Amount exceeding the sum Notice of Termination. (k) Notwithstanding any instructions received by you from a Representative or a Dealer Representative, you shall not issue or deliver any Commercial Paper Note for the account of the Issuer on any date unless: (i) you have received from the Unused Commitment plus Issuer the Issuer Deposit Amount to be deposited for such date with the Depositary; (ii) immediately after giving effect to such issuance, the proceeds Aggregate Outstandings, shall not be greater than the Stated Amount (as defined in and determined in accordance with the Letter of Credit); (iii) immediately after giving effect to such issuance, the Total Outstandings of each Lender shall not be greater than the Commitment of such Lender; (iv) the Administrative Agent, the Issuing Bank or the Issuer shall not have given a notice to you pursuant to paragraph (i) of this Section 4 which has not been revoked in writing or superseded by further written instructions from the Administrative Agent, the Issuing Bank or the Issuer, as the case may be; and (v) the Commercial Paper Notes to shall at the time of issuance thereof be deposited, on the same day as the day of such issuance, in the Commercial Paper Account for the purpose of reimbursing LOC Payments relating to matured rated at least P-2 or its then equivalent by Moody's and concurrently maturing Commercial Paper Notes (whether at least A-2 or not presented for payment) plus (iii) the proceeds of such Commercial Paper Notes to be deposited, on the same day as the day of such issuance, in the Commercial Paper Account for the purpose of contemporaneously repaying outstanding Loansits then equivalent by S&P; provided, however, that you shall not be required to make a determination with respect to clauses (after giving effect ii) and (iii) above unless the Administrative Agent has provided you with the information described below in sufficient time to allow you to analyze the use of information and issue such deposits) at no time shall the sum (i) of the aggregate Face Amount of outstanding Commercial Paper Notes plus (ii) and, provided, further, that you shall be entitled to assume that there has been no change in the aggregate unpaid principal amount rating of outstanding Loans plus (iii) the aggregate amount of unreimbursed LOC Payments exceed the Total Commitment then in effect. (b) The Company shall not issue Commercial Paper Notes unless so advised by the Administrative Agent. The Issuing Bank shall have consented (A) promptly advise you in writing to such issuance. The Company shall not, after the receipt of instructions from the Bank to cease issuing Commercial Paper Notes, issue Commercial Paper Notes until the Bank shall have rescinded such instructions and shall have consented in writing to the issuance of Commercial Paper Notes. Any instructions by any Standby L/Cs, (B) advise you in writing from time to time upon your request in writing of the Bank amount of Aggregate Outstandings and (C) advise you from time to cease issuing Commercial Paper Notes time upon your request in writing of the amount of and of each change in the Commitments of the Lenders, the current outstanding principal amount of each Lender's Loans, its Participation Percentage of the aggregate outstanding Letter of Credit Exposure and its Participation Percentage of the aggregate Standby L/C Exposure, which notice rescinding (or consenting to the rescission of) such instructions shall be in writing substantially the form of Annex D to this Depositary Agreement. For purposes of the foregoing calculations, you may rely upon the written notices given or delivered to you by telephone (confirmed the Administrative Agent pursuant to the preceding sentence, and you shall have no obligation to make any other or further investigation. You shall be entitled to assume that the amounts specified in writing promptly thereafter) or by facsimile transmission or telex and shall also be any notice given to the Depositary. The Bank hereby agrees that, unless an Event of Default (or, in the case of an issuance of Commercial Paper Notes which would increase the Outstandings, an event which, with the giving of notice or lapse of time or both, would constitute an Event of Default) shall have occurred and be continuing, and except as provided in Section 2.07 hereof, it shall not give or keep in effect instructions to cease issuing Commercial Paper Notes so long as each of the conditions precedent specified in Article VI hereof with respect you pursuant to the issuance of Commercial Paper Notes second preceding sentence shall continue unchanged until you have been satisfiedreceived subsequent notice.