Common use of Liquidity Facility Clause in Contracts

Liquidity Facility. At the time of initial issuance and delivery of the Bonds, there is no Liquidity Facility in effect with respect to any Series of Bonds. The Borrower may at any time, upon notice to the Issuer, deliver to the Trustee a Liquidity Facility effective at the start of a Rate Period, or at another time consistent with the Indenture, subject to the conditions set forth in this Section 5.13 and in Section 5.15 and to the requirements of the Indenture. Not less than thirty (30) days prior to the delivery of a Liquidity Facility with respect to a Series of Bonds, the Borrower shall (i) deliver to the Trustee and the Remarketing Agent a written commitment for the delivery of such Liquidity Facility, (ii) inform the Trustee and the Remarketing Agent of the date on which the Liquidity Facility will become effective and (iii) inform the Trustee of the rating expected to apply to such Series of Bonds after the related Liquidity Facility is delivered. On or prior to the date of the delivery of a Liquidity Facility to the Trustee, the Borrower shall cause to be furnished to the Trustee and the Issuer (i) an opinion of Bond Counsel to the effect that the delivery of such Liquidity Facility to the Trustee is authorized under the Indenture and complies with the terms hereof and thereof and will not adversely affect the Tax-Exempt status of the Bonds and (ii) an opinion to the effect that the Liquidity Facility is exempt from registration under the Securities Act of 1933, as amended, and is enforceable in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, reorganization or similar laws limiting the enforceability of creditors’ rights generally and except that no opinion need be expressed as to the availability of any discretionary equitable rights.

Liquidity Facility. At the time of initial issuance and delivery of the Bonds, there is no Liquidity Facility in effect with respect to any Series of the Bonds. The Borrower may at any time, upon notice to the Issuer, deliver to the Trustee a Liquidity Facility effective at the start of a Rate Period, or at another time consistent with the Indenture, subject to the conditions set forth in this Section 5.13 and in Section 5.15 and to the requirements of the Indenture. Not less than thirty (30) days prior to the delivery of a Liquidity Facility with respect to a Series of BondsFacility, the Borrower shall (i) deliver to the Trustee and the Remarketing Agent a written commitment for the delivery of such Liquidity Facility, (ii) inform the Trustee and the Remarketing Agent of the date on which the Liquidity Facility will become effective and (iii) inform the Trustee of the rating expected to apply to such Series of the Bonds after the related Liquidity Facility is delivered. On or prior to the date of the delivery of a Liquidity Facility to the Trustee, the Borrower shall cause to be furnished to the Trustee and the Issuer (i) an opinion of Bond Counsel to the effect that the delivery of such Liquidity Facility to the Trustee is authorized under the Indenture and complies with the terms hereof and thereof and will not adversely affect the Tax-Exempt status of the Bonds and (ii) an opinion to the effect that the Liquidity Facility is exempt from registration under the Securities Act of 1933, as amended, and is enforceable in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, reorganization or similar laws limiting the enforceability of creditors’ rights generally and except that no opinion need be expressed as to the availability of any discretionary equitable rights.

Liquidity Facility. At (a) The Bonds initially are covered by the time Liquidity Facility. After the date hereof, the Company may elect not to provide a Liquidity Facility and agree to provide liquidity for any tendered Bonds itself provided that (1) the Insurer has consented in writing thereto, (2) the Company shall have furnished the Trustee and the Paying Agent a Favorable Opinion of initial issuance Bond Counsel with respect thereto, and delivery of (3) the Bonds, there is Bonds shall be subject to mandatory tender and purchase as provided in Section 2B.4. During any period in which no Liquidity Facility is in effect with respect effect, any references herein to the Bank or to the Liquidity Facility shall be ignored or shall be construed as referencing the Company for as long as the Company has agreed to provide liquidity for any Series tendered Bonds itself. References to a “draw” or “drawing” (or a similar term) on the Liquidity Facility, for example, shall be construed in the absence of a Liquidity Facility to be a notice to the Company of the need to provide funds for the purchase of Bonds. The Borrower Company, at its option, may elect to provide a Liquidity Facility for all (but not less than all) of the Bonds upon at any time, upon least 45 days’ written notice to the IssuerPaying Agent, deliver the Trustee, and the Remarketing Agent and upon such election, the Bonds shall be subject to mandatory purchase pursuant to Section 2B.4. (b) The initial Liquidity Facility and any Alternate Liquidity Facility shall be an irrevocable obligation of the Bank to pay to the Trustee a Liquidity Facility effective at Paying Agent, upon request made with respect to the start of a Rate Period, or at another time consistent Bonds and in accordance with the Indentureterms thereof, subject up to (a) an amount equal to the conditions set forth in aggregate principal amount of the Outstanding Bonds sufficient to pay the principal portion of the purchase price of Bonds tendered for purchase pursuant to this Section 5.13 and in Section 5.15 and Indenture to the requirements extent remarketing proceeds are not available for such purpose, plus (b) an amount equal to 47 days' accrued interest on the Bonds at a maximum rate of 12% per annum (based on a 365-day year) while the Indenture. Not less than thirty Bonds are in the Daily Mode, the Weekly Mode or the Monthly Mode (30) days or 193 days' accrued interest at a rate equal to the actual Term Rate as the same shall be fixed immediately prior to the delivery Conversion Date (based on a 360-day year) while the Bonds are in a Term Mode) to pay the accrued interest portion of a the purchase price of the Bonds tendered for purchase pursuant to this Indenture to the extent remarketing proceeds are not available for such purpose. The Paying Agent will not be entitled to draw on the Liquidity Facility with respect to a Series of Bonds, the Borrower shall (i) deliver to the Trustee and the Remarketing Agent a written commitment for the delivery of such Liquidity Facility, (ii) inform the Trustee and the Remarketing Agent of the date on which Bank Bonds or Company Bonds unless the Liquidity Facility will become effective and (iii) inform the Trustee of the rating expected to apply to such Series of Bonds after the related so provides. Each original Liquidity Facility is delivered. On or prior to the date of the delivery of a Liquidity Facility to the Trustee, the Borrower shall cause to be furnished to the Trustee and the Issuer (i) an opinion of Bond Counsel to the effect provide that the delivery of Bank's obligation under such Liquidity Facility to the Trustee is authorized under the Indenture and complies with the terms hereof and thereof and will not adversely affect the Tax-Exempt status of the Bonds and (ii) an opinion to the effect that the Liquidity Facility is exempt from registration under the Securities Act of 1933, as amended, and is enforceable in accordance with its terms, except be reduced to the extent that enforceability thereof may be limited by bankruptcy, reorganization or similar laws limiting the enforceability of creditors’ rights generally and except that no opinion need be expressed as to the availability of any discretionary equitable rightsdrawing thereunder, subject to reinstatement as described therein.

Liquidity Facility. At the time of initial issuance and delivery of the Bonds, there is no Liquidity Facility in effect with respect to any Series of Bondseffect. The Borrower may at any time, upon notice to the Issuer, deliver to the Trustee a Liquidity Facility effective at the start of a Rate Period, or at another time consistent with the Indenture, subject to the conditions set forth in this Section 5.13 5.12 and in Section 5.15 5.14 and to the requirements of the IndentureIndenture and of Section 5.14 hereof. Not less than thirty (30) days prior to the delivery of a Liquidity Facility with respect to a Series of BondsFacility, the Borrower shall (i) deliver to the Trustee and the Remarketing Agent a written commitment for the delivery of such Liquidity Facility, (ii) inform the Trustee and the Remarketing Agent of the date on which the Liquidity Facility will become effective and (iii) inform the Trustee of the rating expected to apply to such Series of the Bonds after the related Liquidity Facility is delivered. On or prior to the date of the delivery of a Liquidity Facility to the Trustee, the Borrower shall cause to be furnished to the Trustee and the Issuer (i) an opinion of Bond Counsel to the effect that the delivery of such Liquidity Facility to the Trustee is authorized under the Indenture and complies with the terms hereof and thereof and will not adversely affect the Tax-Exempt status of the Bonds and (ii) an opinion to the effect that the Liquidity Facility is exempt from registration under the Securities Act of 1933, as amended, and is enforceable in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, reorganization or similar laws limiting the enforceability of creditors’ rights generally and except that no opinion need be expressed as to the availability of any discretionary equitable rights.

Liquidity Facility. At the time of initial issuance and delivery of the Bonds, there is no Liquidity Facility in effect with respect to any Series of the Bonds. The Borrower may at any time, upon notice to the Issuer, deliver to the Trustee a Liquidity Facility effective at the start of a Rate Period, or at another time consistent with the Indenture, subject to the conditions set forth in this Section 5.13 5.14 and in Section 5.15 and to the requirements of the Indenture. Not less than thirty (30) days prior to the delivery of a Liquidity Facility with respect to a Series of BondsFacility, the Borrower shall (i) deliver to the Trustee and the Remarketing Agent a written commitment for the delivery of such Liquidity Facility, (ii) inform the Trustee and the Remarketing Agent of the date on which the Liquidity Facility will become effective and (iii) inform the Trustee of the rating expected to apply to such Series of the Bonds after the related Liquidity Facility is delivered. On or prior to the date of the delivery of a Liquidity Facility to the Trustee, the Borrower shall cause to be furnished to the Trustee and the Issuer (i) an opinion of Bond Counsel to the effect that the delivery of such Liquidity Facility to the Trustee is authorized under the Indenture and complies with the terms hereof and thereof and will not adversely affect the Tax-Exempt status of the Bonds and (ii) an opinion to the effect that the Liquidity Facility is exempt from registration under the Securities Act of 1933, as amended, and is enforceable in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, reorganization or similar laws limiting the enforceability of creditors’ rights generally and except that no opinion need be expressed as to the availability of any discretionary equitable rights.

Liquidity Facility. At (a) The Authority covenants to deliver the time of initial issuance Initial Liquidity Facility simultaneously with the authentication and delivery of the Bonds, there is no Adjustable Rate Bonds and to use its best efforts to obtain an Alternate Liquidity Facility to replace the Liquidity Facility or cause the Adjustable Rate Bonds to be Converted to Fixed Rate Bonds or to bear interest at an interest rate mode which does not require a Liquidity Facility in effect with respect to any Series of Bonds. The Borrower may at any time, upon notice to the Issuer, deliver to the Trustee a Liquidity Facility effective at the start of a Rate Period, or at another time consistent with the Indenture, subject to the conditions set forth in this Section 5.13 and in Section 5.15 and to the requirements of the Indenture. Not less than thirty (30) days prior to the delivery of a Liquidity Facility with respect to a Series of Bonds, the Borrower shall event (i) deliver the Liquidity Facility Provider shall decide not to extend the term of such Liquidity Facility beyond the expiration date thereof pursuant to the Trustee and terms of the Remarketing Agent a written commitment for the delivery of such Liquidity Facility, (ii) inform the Authority terminates the Liquidity Facility pursuant to its terms, or (iii) the Liquidity Facility Provider furnishes a notice of termination to the Trustee. The Tender Agent is hereby authorized and directed to execute the Initial Liquidity Facility. Any Liquidity Facility shall provide for the Liquidity Facility Provider to provide funds for the purchase of Adjustable Rate Bonds that have been tendered and not remarketed. The Authority covenants and agrees with the Owners of the Adjustable Rate Bonds that it shall pay all obligations, fees or charges necessary to maintain the Liquidity Facility. (b) The Authority hereby covenants that it will pay the principal of, and interest at the Bank Interest Rate on, the Bank Bonds in accordance with the Liquidity Facility. Pursuant to Section 5.5(d)(ii) of the Master Indenture, the Authority hereby directs the Trustee make quarterly payments of Liquidity Facility Provider Fees on the first day of each February, May, August and November, commencing August 1, 2002. The Liquidity Facility Provider Fee shall not exceed the amounts set forth in the most recent Cash Flow Statement prepared or caused to be prepared by the Authority in connection with the 2002 Series A Bonds. To the extent that payment obligations of the Authority under the Liquidity Facility constitute Liquidity Facility Provider Fees, principal of Bank Bonds (to the extent of scheduled principal payments and redemptions pursuant to Sections 3.2(a), 3.2(b) and 3.3 of this Series Indenture) and interest on Bank Bonds (in amounts not to exceed the amounts received by the Authority during the related period under the Interest Rate Contract and related to such Bank Bonds or, if such Interest Rate Contract is terminated and not replaced, the fixed amount that would have been payable during such period under such contract and related to such Bonds), such payment obligations are Class I Obligations of the Authority. To the extent of any principal of or interest on Bank Bonds in excess of such respective amounts, such portion of the Bank Bonds shall constitute Class III Bonds and shall also constitute General Obligation Bonds. (c) Promptly upon receipt by the Trustee and the Remarketing Agent Authority of the date on which a written notice of termination of the Liquidity Facility will become effective and (iiiother than a termination of the Liquidity Facility for which no prior notice is required) inform by the Liquidity Facility Provider, which termination shall not occur less than 30 days following receipt by the Trustee of such written notice, the rating expected Trustee shall give notice to apply the Owners of Adjustable Rate Bonds that the Adjustable Rate Bonds will be subject to mandatory tender for purchase, with no right to retain, not less than 20 days from the date of such notice to such Series of Bonds after Bondowners, at the related Purchase Price (payable by the Liquidity Facility is delivered. On Provider) on the date set forth for purchase in such notice. (d) Unless the Trustee shall have received (1) written notice from the Liquidity Facility Provider that it elects to extend or renew the Liquidity Facility or (2) written notice from the Authority that it has determined to provide or cause to be provided an Alternate Liquidity Facility, which notices shall be received not less than 30 days prior to the stated expiration date of the delivery of a Liquidity Facility Facility, the Trustee shall give notice to the Trustee, the Borrower shall cause to be furnished to the Trustee and the Issuer (i) an opinion Owners of Bond Counsel to the effect Adjustable Rate Bonds that the delivery Adjustable Rate Bonds will be subject to mandatory tender for purchase, with no right to retain, not less than 20 days from the date of such Liquidity Facility notice to such Bondowners, at the Trustee is authorized under the Indenture and complies with the terms hereof and thereof and will not adversely affect the Tax-Exempt status of the Bonds and Purchase Price (ii) an opinion to the effect that payable by the Liquidity Facility is exempt from registration under Provider) on the Securities Act of 1933, as amended, and is enforceable date set forth for purchase in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, reorganization or similar laws limiting the enforceability of creditors’ rights generally and except that no opinion need be expressed as to the availability of any discretionary equitable rightssuch notice.

Liquidity Facility. At the time of initial issuance and delivery of the Bonds, there is no Liquidity Facility in effect with respect to any Series of Bondseffect. The Borrower may at any time, upon notice to the Issuer, deliver to the Trustee a Liquidity Facility effective at the start of a Rate Period, Period or at another time consistent with the Indenture, subject to the conditions set forth in this Section 5.13 and in Section 5.15 and to the requirements of the Indenture. Not less than thirty (30) days prior to the delivery of a Liquidity Facility with respect to a Series of BondsFacility, the Borrower shall (i) deliver to the Trustee Trustee, the Bond Insurer and the Remarketing Agent a written commitment for the delivery of such Liquidity Facility, (ii) inform the Trustee and the Remarketing Agent of the date on which the Liquidity Facility will become effective and (iii) inform the Trustee of the rating expected to apply to such Series of the Bonds after the related Liquidity Facility is delivered. On or prior to the date of the delivery of a Liquidity Facility to the Trustee, the Borrower shall cause to be furnished to the Trustee Trustee, the Bond Insurer and the Issuer (i) an opinion of Bond Counsel to the effect that the delivery of such Liquidity Facility to the Trustee is authorized under the Indenture and complies with the terms hereof and thereof and will not adversely affect the Tax-Exempt status of the Bonds and (ii) an opinion to the effect that the Liquidity Facility is exempt from registration under the Securities Act of 1933, as amended, and is enforceable in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, reorganization or similar laws limiting the enforceability of creditors’ rights generally and except that no opinion need be expressed as to the availability of any discretionary equitable rights.

Liquidity Facility. At the time of initial issuance and delivery of the Bonds, there is no Liquidity Facility in effect with respect to any Series of Bondseffect. The Borrower may at any time, upon notice to the Issuer, deliver to the Trustee a Liquidity Facility effective at the start of a Rate Period, Period or at another time consistent with the Indenture, subject to the conditions set forth in this Section 5.13 and in Section 5.15 and to the requirements of the Indenture. Not less than thirty (30) days prior to the delivery of a Liquidity Facility with respect to a Series of BondsFacility, the Borrower shall (i) deliver to the Trustee and the Remarketing Agent a written commitment for the delivery of such Liquidity Facility, (ii) inform the Trustee and the Remarketing Agent of the date on which the Liquidity Facility will become effective and (iii) inform the Trustee of the rating expected to apply to such Series of the Bonds after the related Liquidity Facility is delivered. On or prior to the date of the delivery of a Liquidity Facility to the Trustee, the Borrower shall cause to be furnished to the Trustee and the Issuer (i) an opinion of Bond Counsel to the effect that the delivery of such Liquidity Facility to the Trustee is authorized under the Indenture and complies with the terms hereof and thereof and will not adversely affect the Tax-Exempt status of the Bonds and (ii) an opinion to the effect that the Liquidity Facility is exempt from registration under the Securities Act of 1933, as amended, and is enforceable in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, reorganization or similar laws limiting the enforceability of creditors’ rights generally and except that no opinion need be expressed as to the availability of any discretionary equitable rights.