Common use of Modification or Termination of Letter of Credit Facility in Certain Events Clause in Contracts

Modification or Termination of Letter of Credit Facility in Certain Events. In the event any restrictions are imposed upon the Bank or the Company by any law or regulation (including, without limitation, any legal limits imposed by state or Federal law or regulation) which in the sole judgment of the Bank would prevent the Bank from consenting to the issuance or sale of Commercial Paper Notes entitled to the benefit of a Letter of Credit or from honoring demands for payment under the Letter of Credit with respect to subsequently issued Commercial Paper Notes, the obligation of the Bank to consent to the issuance of Commercial Paper Notes and the obligation of the Bank to issue a Letter of Credit shall terminate, and the Bank shall promptly thereafter confirm such termination in writing to the Company (with a copy to the Depositary). Further, in the event that reserve requirements or any other similar requirements or any taxes or restrictions are hereafter imposed upon the Bank at any time or from time to time which would materially adversely affect the profitability to the Bank of the arrangements contemplated by this Article II (other than any change in income tax rates which affects solely the taxation of the total net income of the Bank), the Bank shall promptly notify the Company of such requirement or restriction and as to such loss and prospective loss of such profitability (specifying the reasons for such loss and providing calculations showing the derivation of such loss). A copy of such notice (herein called a "Special Termination Notice") shall be given by the Bank to the Depositary and the Lessee. Thereupon, the Company shall have the option by notice in writing to the Bank and the Depositary to elect either (i) promptly to compensate the Bank for its loss of profitability from time to time as such losses are incurred or (ii) to borrow from the Lenders as contemplated by Article IV hereof and terminate the obligation of the Bank hereunder to issue a Letter of Credit and to consent to the issuance of Commercial Paper Notes. Unless the Company exercises option (i) above at least five days prior to the 45th day after the date of the Special Termination Notice, the Company shall compensate such loss of such profitability from the date of the Special Termination Notice until the later of the Special Termination Date (as hereinafter defined) or the date when no Commercial Paper Notes are outstanding, and the obligation of the Bank to consent to the issuance of Commercial Paper Notes and to issue a Letter of Credit shall automatically terminate on such 45th day. If the Company gives timely notice that it has exercised option (i) above, such Special Termination Notice shall thereupon be deemed to be rescinded. The date of any termination of the obligations of the Bank to consent to the issuance of Commercial Paper Notes and to issue a Letter of Credit as provided in this Section 2.07 is herein called the "Special Termination Date". The Bank may at any time after the giving of a Special Termination Notice or the occurrence of a Special Termination Date, by a written notice to the Company (with a copy to the Depositary), reinstate its consent to the issuance of Commercial Paper Notes and the Bank may issue a Letter of Credit in the amount of the Total Commitment then in effect. Nothing contained herein shall relieve the Bank of its obligation to honor demands under a Letter of Credit with respect to Commercial Paper Notes outstanding on or before the Special Termination Date.

Modification or Termination of Letter of Credit Facility in Certain Events. In the event any restrictions are imposed upon the Bank or the Company by any law or regulation or order of any judicial or regulatory authority (including, without limitation, any legal limits imposed by state or Federal law or regulation) which in the sole judgment of the Bank would prevent the Bank from consenting to the issuance or sale of Commercial Paper Notes entitled to the benefit of a Letter of Credit or from honoring demands for payment under the Letter of Credit with respect to subsequently issued Commercial Paper Notes, the obligation of the Bank to consent to the issuance of Commercial Paper Notes and the obligation of the Bank to issue a Letter of Credit shall terminate, and the Bank shall promptly thereafter confirm such termination in writing to the Company (with a copy to the Depositary). Further, in the event that reserve requirements or any other similar requirements or any taxes or restrictions are hereafter imposed upon the Bank at any time or from time to time which would materially adversely affect the profitability to the Bank of the arrangements contemplated by this Article II (other than any change in income tax rates which affects solely the taxation of the total net income of the Bank), the Bank shall promptly notify the Company of such requirement or restriction and as to such loss and prospective loss of such profitability (specifying the reasons for such loss and providing calculations showing the derivation of such loss). A copy of such notice (herein called a "Special Termination Notice") shall be given by the Bank to the Depositary and the Lessee. Thereupon, the Company shall have the option by notice in writing to the Bank and the Depositary to elect either (i) promptly to compensate the Bank for its loss of profitability from time to time as such losses are incurred or (ii) to borrow from the Lenders as contemplated by Article IV hereof and terminate the obligation of the Bank hereunder to issue a Letter of Credit and to consent to the issuance of Commercial Paper Notes. Unless the Company exercises option (i) above at least five days prior to the 45th day after the date of the Special Termination Notice, the Company shall compensate such loss of such profitability from the date of the Special Termination Notice until the later of the Special Termination Date (as hereinafter defined) or the date when no Commercial Paper Notes are outstanding, and the obligation of the Bank to consent to the issuance of Commercial Paper Notes and to issue a Letter of Credit shall automatically terminate on such 45th day. If the Company gives timely notice that it has exercised option (i) above, such Special Termination Notice shall thereupon be deemed to be rescinded. The date of any termination of the obligations of the Bank to consent to the issuance of Commercial Paper Notes and to issue a Letter of Credit as provided in this Section 2.07 is herein called the "Special Termination Date". The Bank may at any time after the giving of a Special Termination Notice or the occurrence of a Special Termination Date, by a written notice to the Company (with a copy to the Depositary), reinstate its consent to the issuance of Commercial Paper Notes and the Bank may issue a Letter of Credit in the amount of the Total Commitment then in effect. Nothing contained herein shall relieve the Bank of its obligation to honor demands under a Letter of Credit with respect to Commercial Paper Notes outstanding on or before the Special Termination Date.

Modification or Termination of Letter of Credit Facility in Certain Events. In the event any restrictions are imposed upon the Bank or the Company Trust by any law or regulation (including, without limitation, any legal limits imposed by state or Federal law or regulation) which in the sole judgment of the Bank would prevent the Bank from consenting to the issuance or sale of Commercial Paper Notes entitled to the benefit of a Letter of Credit or from honoring demands for payment under the Letter of Credit with respect to subsequently issued Commercial Paper Notes, the obligation of the Bank to consent to the issuance of Commercial Paper Notes and the obligation of the Bank to issue a Letter of Credit shall terminate, and the Bank shall promptly thereafter confirm such termination in writing to the Company Trust (with a copy to the Depositary). Further, in the event that reserve requirements or any other similar requirements or any taxes or restrictions are hereafter imposed upon the Bank at any time or from time to time which would materially adversely affect the profitability to the Bank of the arrangements contemplated by this Article II (other than any change in income tax rates which affects solely the taxation of the total net income of the Bank), the Bank shall promptly notify the Company Trust of such requirement or restriction and as to such loss and prospective loss of such profitability (specifying the reasons for such loss and providing calculations showing the derivation of such loss). A copy of such notice (herein called a "Special Termination Notice") shall be given by the Bank to the Depositary and the Lessee. Thereupon, the Company Trust shall have the option by notice in writing to the Bank and the Depositary to elect either (i) promptly to compensate the Bank for its loss of profitability from time to time as such losses are incurred or (ii) to borrow from the Lenders as contemplated by Article IV hereof and terminate the obligation of the Bank hereunder to issue a Letter of Credit and to consent to the issuance of Commercial Paper Notes. Unless the Company Trust exercises option (i) above at least five days prior to the 45th day after the date of the Special Termination Notice, the Company Trust shall compensate such loss of such profitability from the date of the Special Termination Notice until the later of the Special Termination Date (as hereinafter defined) or the date when no Commercial Paper Notes are outstanding, and the obligation of the Bank to consent to the issuance of Commercial Paper Notes and to issue a Letter of Credit shall automatically terminate on such 45th day. If the Company Trust gives timely notice that it has exercised option (i) above, such Special Termination Notice shall thereupon be deemed to be rescinded. The date of any termination of the obligations of the Bank to consent to the issuance of Commercial Paper Notes and to issue a Letter of Credit as provided in this Section 2.07 is herein called the "Special Termination Date". The Bank may at any time after the giving of a Special Termination Notice or the occurrence of a Special Termination Date, by a written notice to the Company Trust (with a copy to the Depositary), reinstate its consent to the issuance of Commercial Paper Notes and the Bank may issue a Letter of Credit in the amount of the Total Commitment then in effect. Nothing contained herein shall relieve the Bank of its obligation to honor demands under a Letter of Credit with respect to Commercial Paper Notes outstanding on or before the Special Termination Date.

Modification or Termination of Letter of Credit Facility in Certain Events. In the event any restrictions are imposed upon the Bank or the Company Trust by any law or regulation or order of any judicial or regulatory authority (including, without limitation, any legal limits imposed by state or Federal law or regulation) which in the sole judgment of the Bank would prevent the Bank from consenting to the issuance or sale of Commercial Paper Notes entitled to the benefit of a Letter of Credit or from honoring demands for payment under the Letter of Credit with respect to subsequently issued Commercial Paper Notes, the obligation of the Bank to consent to the issuance of Commercial Paper Notes and the obligation of the Bank to issue a Letter of Credit shall terminate, and the Bank shall promptly thereafter confirm such termination in writing to the Company Trust (with a copy to the Depositary). Further, in the event that reserve requirements or any other similar requirements or any taxes or restrictions are hereafter imposed upon the Bank at any time or from time to time which would materially adversely affect the profitability to the Bank of the arrangements contemplated by this Article II (other than any change in income tax rates which affects solely the taxation of the total net income of the Bank), the Bank shall promptly notify the Company Trust of such requirement or restriction and as to such loss and prospective loss of such profitability (specifying the reasons for such loss and providing calculations showing the derivation of such loss). A copy of such notice (herein called a "Special Termination Notice") shall be given by the Bank to the Depositary and the Lessee. Thereupon, the Company Trust shall have the option by notice in writing to the Bank and the Depositary to elect either (i) promptly to compensate the Bank for its loss of profitability from time to time as such losses are incurred or (ii) to borrow from the Lenders as contemplated by Article IV hereof and terminate the obligation of the Bank hereunder to issue a Letter of Credit and to consent to the issuance of Commercial Paper Notes. Unless the Company Trust exercises option (i) above at least five days prior to the 45th day after the date of the Special Termination Notice, the Company Trust shall compensate such loss of such profitability from the date of the Special Termination Notice until the later of the Special Termination Date (as hereinafter defined) or the date when no Commercial Paper Notes are outstanding, and the obligation of the Bank to consent to the issuance of Commercial Paper Notes and to issue a Letter of Credit shall automatically terminate on such 45th day. If the Company Trust gives timely notice that it has exercised option (i) above, such Special Termination Notice shall thereupon be deemed to be rescinded. The date of any termination of the obligations of the Bank to consent to the issuance of Commercial Paper Notes and to issue a Letter of Credit as provided in this Section 2.07 is herein called the "Special Termination Date". The Bank may at any time after the giving of a Special Termination Notice or the occurrence of a Special Termination Date, by a written notice to the Company Trust (with a copy to the Depositary), reinstate its consent to the issuance of Commercial Paper Notes and the Bank may issue a Letter of Credit in the amount of the Total Commitment then in effect. Nothing contained herein shall relieve the Bank of its obligation to honor demands under a Letter of Credit with respect to Commercial Paper Notes outstanding on or before the Special Termination Date.

Modification or Termination of Letter of Credit Facility in Certain Events. In the event any restrictions are imposed upon the Bank or the Company by any law or regulation (including, without limitation, any legal limits imposed by state or Federal law or regulation) which in the sole judgment of the Bank would prevent the Bank from consenting to the issuance or sale of Commercial Paper Notes entitled to the benefit of a the Letter of Credit or from honoring demands for payment under the Letter of Credit with respect to subsequently issued Commercial Paper Notes, the obligation of the Bank to consent to the issuance of Commercial Paper Notes and the obligation of the Bank to issue a the Letter of Credit shall terminate, and the Bank shall promptly thereafter confirm such termination in writing to the Company (with a copy to the Depositary). Further, in the event that reserve requirements or any other similar requirements or any taxes or restrictions are hereafter imposed upon the Bank at any time or from time to time which would materially adversely affect the profitability to the Bank of the arrangements contemplated by this Article II (other than any change in income tax rates which affects solely the taxation of the total net income of the Bank), the Bank shall promptly notify the Company of such requirement or restriction and as to such loss and prospective loss of such profitability (specifying the reasons for such loss and providing calculations showing the derivation of such loss). A copy of such notice (herein called a "Special Termination Notice") shall be given by the Bank to the Depositary and the Lessee. Thereupon, the Company shall have the option by notice in writing to the Bank and the Depositary to elect either (i) promptly to compensate the Bank for its loss of profitability from time to time as such losses are incurred or (ii) to borrow from the Lenders as contemplated by Article IV hereof and terminate the obligation of the Bank hereunder to issue a the Letter of Credit and to consent to the issuance of Commercial Paper Notes. Unless the Company exercises option (i) above at least five days prior to the 45th day after the date of the Special Termination Notice, the Company shall compensate such loss of such profitability from the date of the Special Termination Notice until the later of the Special Termination Date (as hereinafter defined) or the date when no Commercial Paper Notes are outstanding, and the obligation of the Bank to consent to the issuance of Commercial Paper Notes and to issue a the Letter of Credit shall automatically terminate on such 45th day. If the Company gives timely notice that it has exercised option (i) above, such Special Termination Notice shall thereupon be deemed to be rescinded. The date of any termination of the obligations of the Bank to consent to the issuance of Commercial Paper Notes and to issue a the Letter of Credit as provided in this Section 2.07 is herein called the "Special Termination Date". The Bank may at any time after the giving of a Special Termination Notice or the occurrence of a Special Termination Date, by a written notice to the Company (with a copy to the Depositary), reinstate its consent to the issuance of Commercial Paper Notes and the Bank may issue a Letter of Credit in the amount of the Total Commitment then in effect. Nothing contained herein shall relieve the Bank of its obligation to honor demands under a the Letter of Credit with respect to Commercial Paper Notes outstanding on or before the Special Termination Date.