Common use of Issuance of Replacement Credit Facility Clause in Contracts

Issuance of Replacement Credit Facility. (i) If the Initial Credit Facility Provider shall determine not to extend the Initial Credit Facility in accordance with Section 3.12(d) hereof, then either the Initial Credit Facility Provider or either the Issuer or the Guarantor may, at their respective options, arrange for a Replacement Credit Facility to replace the Initial Credit Facility during the period no earlier than 35 days and no later than 10 days prior to the then effective Stated Expiration Date. (ii) If a Downgrade Event shall have occurred with respect to the Initial Credit Facility in accordance with Section 3.12(c) hereof, then either the Initial Credit Facility Provider or the Issuer or the Guarantor may, at their respective options, arrange for a Replacement Credit Facility to replace the Initial Credit Facility within 10 days after receiving notice of such Downgrade Event (but not later than the expiration date of the Initial Credit Facility); provided, however, that the Initial Credit Facility Provider may, at its option, arrange for a Replacement Credit Facility at any time following a Downgrade Drawing so long as neither the Issuer nor the Guarantor has already arranged for a Replacement Credit Facility. (iii) (A) At any time after the then Stated Expiration Date of the Initial Credit Facility which has been extended for a period in excess of a 364-day period, the Initial Credit Facility Provider may, at its option, arrange for a Replacement Credit Facility to replace the Initial Credit Facility.

Issuance of Replacement Credit Facility. (i) If the Initial Credit Facility Provider shall determine not to extend the Initial Credit Facility in accordance with Section 3.12(d) hereof, then either the Initial Credit Facility Provider or either the Issuer or the Guarantor may, at their respective options, arrange for a Replacement Credit Facility to replace the Initial Credit Facility during the period no earlier than 35 days and no later than 10 days prior to the then effective Stated Expiration Date. (ii) If a Downgrade Event shall have occurred with respect to the Initial Credit Facility in accordance with Section 3.12(c) hereof, then either the Initial Credit Facility Provider or the Issuer or the Guarantor may, at their respective options, arrange for a Replacement Credit Facility to replace the Initial Credit Facility within 10 days after receiving notice of such Downgrade Event (but not later than the expiration date of the Initial Credit Facility); provided, however, that the Initial Credit Facility Provider may, at its option, arrange for a Replacement Credit Facility at any time following a Downgrade Drawing so long as neither the Issuer nor the Guarantor has already arranged for a Replacement Credit Facility. (iii) (A) At any time after the then Stated Expiration Date of the Initial Credit Facility which has been extended for a period in excess of a 364-day period, the Initial Credit Facility Provider may, at its option, arrange for a Replacement Credit Facility to replace the Initial Credit Facility. (B) No Replacement Credit Facility arranged by the Initial Credit Facility Provider or the Issuer or the Guarantor in accordance with clauses (e)(i), (e)(ii) and (e)(iii)(A) above shall become effective and no such Replacement Credit Facility shall be deemed an Eligible Credit Facility under this Indenture, unless and until (y) each of the conditions referred to in subclause (C) below shall have been satisfied, and (z) in the case of a Replacement Credit Facility arranged by the Initial Credit Facility Provider, such Replacement Credit Facility is acceptable to the Issuer and the Guarantor. (C) In connection with the issuance of each Replacement Credit Facility, (x) the Cash Manager shall, prior to the issuance of such Replacement Credit Facility, have received a Rating Agency Confirmation with respect to the Certificates (without regard to any downgrading of any rating of the Initial Credit Facility Provider being replaced pursuant to Section 3.12(c) hereof and without regard to the Policy), (y) upon receipt of a Written Notice from the Administrative Agent to the Cash Manager setting forth the amount of Credit Facility Obligations then owing to the replaced Initial Credit Facility Provider, the Cash Manager shall direct the Operating Bank pursuant to a Written Notice of the Cash Manager setting forth the amount of Credit Facility Obligations then owing to the replaced Initial Credit Facility Provider to pay to the replaced Initial Credit Facility Provider all Credit Facility Obligations then owing to the replaced Initial Credit Facility Provider and upon receipt of such Written Notice, the Operating Bank shall pay such amount to the Initial Credit Facility Provider (which payment shall be made first from available funds in the Credit Facility Reserve Account, and thereafter from any other available source, including, without limitation, a drawing under the Replacement Credit Facility) and (z) the issuer of the Replacement Credit Facility shall deliver the Replacement Credit Facility to the Cash Manager, together with a legal opinion opining that such Replacement Credit Facility has been duly authorized, executed and delivered by, and is an enforceable obligation of, such Replacement Credit Facility Provider, such legal opinion to be reasonably satisfactory to the Policy Provider unless the legal opinion of counsel to the Replacement Credit Facility Provider is in form and substance substantially the same as the legal opinion of counsel to the Initial Credit Facility Provider delivered on the Initial Closing Date. (D) Upon satisfaction of the conditions set forth in clauses (B) and (C) of this Section 3.12(e)(iii) with respect to a Replacement Credit Facility, (w) the replaced Initial Credit Facility shall terminate, (x) the Cash Manager shall, if and to the extent so requested by the Issuer or the Guarantor or the Initial Credit Facility Provider being replaced, execute and deliver any certificate or other instrument furnished to it required in order to terminate the replaced Initial Credit Facility, shall surrender the replaced Initial Credit Facility to the Initial Credit Facility Provider being replaced and shall execute and deliver the Replacement Credit Facility, (y) each of the parties hereto shall enter into any amendments to this Indenture, the Guarantor Indenture and any other Related Documents necessary to give effect to (1) the replacement of the applicable Initial Credit Facility Provider with the applicable Replacement Credit Facility Provider and (2) the replacement of the applicable Initial Credit Facility with the applicable Replacement Credit Facility and (z) such Replacement Credit Facility Provider shall be deemed to be an Eligible Provider with the rights and obligations of the Initial Credit Facility Provider hereunder and under the other Related Documents and such Replacement Credit Facility shall be deemed to be an Eligible Credit Facility (and, if so designated by a Board Resolution and Guarantor Board Resolution, deemed to be the Initial Credit Facility) hereunder and under the other Related Documents.