Common use of Substitute Credit Facility Clause in Contracts

Substitute Credit Facility. (A) Upon not less than forty-five (45) days written notice to the Trustee, the Borrower may on any Interest Payment Date during the then current Interest Mode provide for the replacement of the Credit Facility, by the delivery of a Substitute Credit Facility and the return by the Trustee of the Credit Facility, subject to the requirements of Section 9.1(B); provided, however, that the Credit Facility shall not be replaced if any Bonds are in a Flexible Mode except on the Flexible Date with respect to such Bonds. (B) The following conditions shall apply to the delivery of any Substitute Credit Facility pursuant to this Section 9.1: (i) The Substitute Credit Facility shall have a term of not less than 364 days. (ii) Prior to the substitution of any Credit Facility, the Borrower shall have delivered to the Authority and the Trustee: (a) a statement identifying the Substitute Credit Facility Provider and a statement from each Rating Agency stating the rating of the Bonds would not be reduced or withdrawn as a result of the proposed substitution; (b) an opinion of counsel for the Substitute Credit Facility Provider satisfactory to the Authority and the Trustee that it constitutes a legal, valid and binding obligation of the Substitute Credit Facility Provider enforceable in accordance with its terms; (c) a certificate of the Credit Facility Provider that all Credit Facility Payment Obligations or amounts otherwise owed to the Credit Facility Provider have been or will concurrently be paid; and (d) a certificate of the Borrower stating that it has the means to reimburse the Credit Facility Provider for the final draw on the Credit Facility. (iii) Each Substitute Credit Facility must be similar with respect to payment provisions for the Bonds in all material respects to the previous Credit Facility and be on terms no less favorable to the Trustee as the Credit Facility being replaced. (iv) If at any time the Credit Facility and the Liquidity Facility are provided by the same facility, the Substitute Credit Facility and the Substitute Liquidity Facility must be replaced simultaneously.

Substitute Credit Facility. (A) Upon not less than forty-five (45) days Subject to the conditions set forth in this Section 4.4, the Company may provide for the delivery to the Trustee of a Substitute Credit Facility. The Company shall furnish written notice to the Trustee, not less than fifteen days prior to the Borrower may on any Interest Payment Date during Mandatory Purchase Date, (a) notifying the then current Interest Mode Trustee that the Company is exercising its option to provide for the replacement of the Credit Facility, by the delivery of a Substitute Credit Facility to the Trustee, (b) setting forth the Mandatory Purchase Date (which shall in any event be an Interest Payment Date) in connection with the delivery of such Substitute Credit Facility, which shall in any event be not less than two Business Days prior to the expiration date of the Credit Facility then in effect with respect to the Bonds, and (c) instructing the return Trustee to furnish notice to the Bondholders regarding the Mandatory Purchase Date at least five days prior to the Mandatory Purchase Date, as more fully described in Section 4.01(b) of the Indenture and Exhibit B thereto. Any Substitute Credit Facility shall be delivered to the Trustee prior to any such Mandatory Purchase Date, and shall be effective on and after such Mandatory Purchase Date, and shall expire on a date which is fifteen days after an Interest Payment Date for the Bonds. On or before the date of such delivery of a Substitute Credit Facility to the Trustee, the Company shall furnish to the Trustee (a) a Favorable Opinion of Bond Counsel with respect to such Substitute Credit Facility; (b) a written opinion of counsel to the Substitute Credit Provider to the effect that the Substitute Credit Facility is a legal, valid, binding and enforceable obligation of the Substitute Credit Provider in accordance with its terms; and (c) the written consent of the Secretary of the LGC as to the acceptance by the Trustee of the Substitute Credit Facility. Notwithstanding the prior sentence, subject to the requirements consent of Section 9.1(B); provided, however, that the Credit Facility Secretary of the LGC shall not be replaced necessary if any the Trustee has received (i) if the Bonds are in rated by a Flexible Mode except on the Flexible Date with respect to Rating Agency, written evidence from such Bonds. (B) The following conditions shall apply Rating Agency to the delivery of any effect that such Rating Agency has reviewed the proposed Substitute Credit Facility pursuant to this Section 9.1: (i) The and that the substitution of the proposed Substitute Credit Facility shall have a term of not less than 364 days. (ii) Prior to for the substitution of any Credit Facility, the Borrower shall have delivered to the Authority and the Trustee: (a) a statement identifying the Substitute then current Credit Facility Provider and will not, by itself, result in a statement from each Rating Agency stating the permanent withdrawal of its rating of the Bonds would not be reduced or withdrawn as a result reduction of the then current rating of the Bonds, or (ii) if the Bonds are not rated by a Rating Agency, written evidence that the bank deposit obligations or other long-term debt of the bank or institution issuing the proposed substitution; (b) an opinion of counsel for the Substitute Credit Facility Provider satisfactory to are rated by a Rating Agency at least as high as the Authority and bank deposit obligations or other long-term debt of the Trustee that it constitutes a legal, valid and binding obligation Credit Issuer as of the delivery date of the Substitute Credit Facility unless the rating of the Credit Issuer's bank deposit obligations or other long term debt is higher than such rating on the original delivery date in which case such lower rating shall be the highest rating required of the Substitute Credit Facility unless otherwise directed in writing by a Company Representative. The Company shall require the Credit Facility Provider enforceable in accordance with its terms; (c) a certificate to provide to the Trustee notice of and all necessary documents related to any extension of the term of the Credit Facility Provider that all Credit Facility Payment Obligations or amounts otherwise owed at least thirty (30) days prior to the Credit Facility Provider have been or will concurrently be paid; and (d) a certificate of the Borrower stating that it has the means to reimburse the Credit Facility Provider for the final draw on the Credit FacilityTermination Date. (iii) Each Substitute Credit Facility must be similar with respect to payment provisions for the Bonds in all material respects to the previous Credit Facility and be on terms no less favorable to the Trustee as the Credit Facility being replaced. (iv) If at any time the Credit Facility and the Liquidity Facility are provided by the same facility, the Substitute Credit Facility and the Substitute Liquidity Facility must be replaced simultaneously.

Substitute Credit Facility. (A) Upon not less than forty-five (45) days written notice The Obligor may, from time to time, deliver to the Trustee a Substitute Credit Facility, the terms of which are in all material respects the same as the existing Credit Facility except with respect to the stated expiration date which shall be at least as long as the stated expiration date of the existing Credit Facility, and, provided that the Trustee, the Borrower may on any Remarketing Agent and the Bank are given 60 days' notice prior to the Interest Payment Date during the then current Interest Mode provide for the replacement of the Credit Facility, by next preceding the delivery of such Substitute Credit Facility (and a commitment to issue a Substitute Credit Facility from the issuer of a Substitute Credit Facility accompanies such notice), and provided further that such Substitute Credit Facility is accompanied by (i) a written opinion of Bond Counsel acceptable to the Issuer and the return by the Trustee of the Credit Facility, subject to the requirements of Section 9.1(B); provided, however, stating that the Credit Facility shall not be replaced if any Bonds are in a Flexible Mode except on the Flexible Date with respect to such Bonds. (B) The following conditions shall apply to the delivery of any such Substitute Credit Facility pursuant to this Section 9.1: (i) The Substitute Credit Facility shall have a term of not less than 364 days. the Trustee is authorized under the Indenture and complies with the terms thereof, (ii) Prior to the substitution of any Credit Facility, the Borrower shall have delivered to the Authority and the Trustee: (a) a statement identifying the Substitute Credit Facility Provider and a statement from each Rating Agency stating the rating of the Bonds would not be reduced or withdrawn as a result of the proposed substitution; (b) an written opinion of counsel for the Substitute Credit Facility Provider satisfactory to the Authority and the Trustee that it constitutes a legal, valid and binding obligation issuer of the Substitute Credit Facility Provider addressed to the Trustee that it is binding and enforceable in accordance with its terms; (c) a certificate of the Credit Facility Provider that all Credit Facility Payment Obligations or amounts otherwise owed , subject as to enforceability to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights as they relate to the Credit Facility Provider have been or will concurrently be paid; and (d) a certificate issuer of the Borrower stating that it has the means to reimburse the Credit Facility Provider for the final draw on the Credit Facility. (iii) Each Substitute Credit Facility must be similar with respect to payment provisions for the Bonds in all material respects to the previous Credit Facility and be on terms no less favorable to the Trustee as the Credit Facility being replaced. (iv) If at any time the Credit Facility and the Liquidity Facility are provided by the same facility, the Substitute Credit Facility and the exercise of judicial discretion in accordance with general principles of equity, that the Substitute Liquidity Credit Facility must is not subject to registration under the Securities Act of 1933, as amended, or has been so registered, and that any payments under the Substitute Credit Facility will not constitute voidable preferences under the United States Bankruptcy Code, (iii) a written opinion of Bond Counsel to the effect that the exclusion of the interest on the Bonds from gross income for federal income tax purposes will not be replaced simultaneouslyimpaired due to the substitution, (iv) written evidence that with respect to the long term indebtedness of the issuer of the Substitute Credit Facility, or with respect to securities supported by similar credit instruments issued by such issuer, the rating thereof is not less than the ratings for similar instruments of the then current issuer of the Credit Facility, and (v) written confirmation from the Bank that all sums owed by the Obligor to the Bank have been paid in full. Upon receipt of such documentation, the Trustee shall accept such Substitute Credit Facility and promptly surrender the previous Credit Facility to the issuer thereof for cancellation.

Substitute Credit Facility. At any time prior to the expiration of the Letter of Credit, either the Borrower or the Bank may, at its option provide for the delivery to the Trustee of a Substitute Credit Facility. Such Substitute Credit Facility shall be an irrevocable letter of credit issued by a commercial bank or a substantially equivalent irrevocable credit facility, including but not limited to a surety bond, the terms of which shall in all material respects be the same as or substantially equivalent to the Letter of Credit; provided, that any Substitute Credit Facility provided for the Fixed Rate Period or any portion thereof shall provide for the payment of at least 285 days interest accrued on the Bonds (Acalculated on the basis of a year having 360 days) Upon not less than forty-five (45) days written notice and a redemption premium in the amount of 3% of the outstanding principal amount of the Bonds. On or prior to the date of the delivery of such Substitute Credit Facility to the Trustee, the Borrower may on any Interest Payment Date during shall furnish to the then current Interest Mode provide for Trustee and the replacement Issuer (i) an opinion of the Credit Facility, by Bond Counsel stating that the delivery of a such Substitute Credit Facility and the return by to the Trustee of is authorized under this Agreement and complies with the Credit Facilityterms hereof, subject to the requirements of Section 9.1(B); provided, however, that the Credit Facility shall not be replaced if any Bonds are in a Flexible Mode except on the Flexible Date with respect to such Bonds. (B) The following conditions shall apply to the delivery of any Substitute Credit Facility pursuant to this Section 9.1: (i) The Substitute Credit Facility shall have a term of not less than 364 days. (ii) Prior to the substitution of any Credit Facility, the Borrower shall have delivered to the Authority and the Trustee: (a) a statement identifying the Substitute Credit Facility Provider and a statement from each Rating Agency stating the rating of the Bonds would not be reduced or withdrawn as a result of the proposed substitution; (b) an opinion of counsel for in form and substance reasonably satisfactory to the Trustee (and substantially similar in content with respect to the Substitute Credit Facility Provider satisfactory as those opinions originally rendered with respect to the Authority and Letter of Credit in connection with the Trustee original issuance of the Bonds) to the effect that it constitutes a legal, valid and binding obligation of the Substitute Credit Facility Provider is the valid, binding and enforceable in accordance with its terms; (c) a certificate obligation of the Credit Facility Provider bank or other institution issuing it and that all Credit Facility Payment Obligations or amounts otherwise owed to payments on the Credit Facility Provider have been or will concurrently be paid; and (d) a certificate Bonds out of the Borrower stating that it has the means to reimburse the Credit Facility Provider for the final draw proceeds of a drawing on the Credit Facility. (iii) Each Substitute Credit Facility must be similar with respect to payment provisions for the Bonds in all material respects to the previous Credit Facility and be on terms no less favorable to the Trustee as the Credit Facility being replaced. (iv) If at any time the Credit Facility and the Liquidity Facility are provided by the same facility, the Substitute Credit Facility will not constitute voidable preferences under the federal Bankruptcy Code or other applicable laws and regulations, and (iii) either (A) written evidence from Xxxxx'x if the Bonds are rated by Xxxxx'x and S&P, if the Bonds are rated by S&P, to the effect that such rating agency has reviewed the proposed Substitute Liquidity Facility must be replaced simultaneously.Credit Facility

Substitute Credit Facility. (A) Upon not less than forty-five (45) days Subject to the conditions set forth in this Section 4.4, the Company may provide for the delivery to the Trustee of a Substitute Credit Facility. The Company shall furnish written notice to the Trustee, not less than twenty days prior to the Borrower may on any Interest Payment Date during Mandatory Purchase Date, (a) notifying the then current Interest Mode Trustee that the Company is exercising its option to provide for the replacement of the Credit Facility, by the delivery of a Substitute Credit Facility to the Trustee, (b) setting forth the Mandatory Purchase Date (which shall in any event be an Interest Payment Date) in connection with the delivery of such Substitute Credit Facility, which shall in any event be not less than two Business Days prior to the expiration date of the Credit Facility then in effect with respect to the Bonds, and (c) instructing the return Trustee to furnish notice to the Bondholders regarding the Mandatory Purchase Date at least fifteen days prior to the Mandatory Purchase Date, as more fully described in Section 4.01(b) of the Indenture and Exhibit B thereto. Any Substitute Credit Facility shall be delivered to the Trustee prior to any such Mandatory Purchase Date, and shall be effective on and after such Mandatory Purchase Date, and shall expire on a date which is fifteen days after an Interest Payment Date for the Bonds. On or before the date of such delivery of a Substitute Credit Facility to the Trustee, the Company shall furnish to the Trustee (a) a Favorable Opinion of Bond Counsel with respect to such Substitute Credit Facility; (b) a written opinion of counsel to the Substitute Credit Provider to the effect that the Substitute Credit Facility is a legal, valid, binding and enforceable obligation of the Substitute Credit Provider in accordance with its terms; and (c) the written consent of the Secretary of the LGC as to the acceptance by the Trustee of the Substitute Credit Facility. Notwithstanding the prior sentence, subject to the requirements consent of Section 9.1(B); provided, however, that the Credit Facility Secretary of the LGC shall not be replaced necessary if any the Trustee has received (i) if the Bonds are in rated by a Flexible Mode except on the Flexible Date with respect to Rating Agency, written evidence from such Bonds. (B) The following conditions shall apply Rating Agency to the delivery of any effect that such Rating Agency has reviewed the proposed Substitute Credit Facility pursuant to this Section 9.1: (i) The and that the substitution of the proposed Substitute Credit Facility shall have a term of not less than 364 days. (ii) Prior to for the substitution of any Credit Facility, the Borrower shall have delivered to the Authority and the Trustee: (a) a statement identifying the Substitute then current Credit Facility Provider and will not, by itself, result in a statement from each Rating Agency stating the permanent withdrawal of its rating of the Bonds would not be reduced or withdrawn as a result reduction of the then current rating of the Bonds, or (ii) if the Bonds are not rated by a Rating Agency, written evidence that the bank deposit obligations or other long-term debt of the bank or institution issuing the proposed substitution; (b) an opinion of counsel for the Substitute Credit Facility Provider satisfactory to are rated by a Rating Agency at least as high as the Authority and bank deposit obligations or other long-term debt of the Trustee that it constitutes a legal, valid and binding obligation Credit Issuer as of the delivery date of the Substitute Credit Facility unless the rating of the Credit Issuer's bank deposit obligations or other long term debt is higher than such rating on the original delivery date in which case such lower rating shall be the highest rating required of the Substitute Credit Facility unless otherwise directed in writing by a Company Representative. The Company shall require the Credit Facility Provider enforceable in accordance with its terms; (c) a certificate to provide to the Trustee notice of and all necessary documents related to any extension of the term of the Credit Facility Provider that all Credit Facility Payment Obligations or amounts otherwise owed at least thirty (30) days prior to the Credit Facility Provider have been or will concurrently be paid; and (d) a certificate of the Borrower stating that it has the means to reimburse the Credit Facility Provider for the final draw on the Credit FacilityTermination Date. (iii) Each Substitute Credit Facility must be similar with respect to payment provisions for the Bonds in all material respects to the previous Credit Facility and be on terms no less favorable to the Trustee as the Credit Facility being replaced. (iv) If at any time the Credit Facility and the Liquidity Facility are provided by the same facility, the Substitute Credit Facility and the Substitute Liquidity Facility must be replaced simultaneously.

Substitute Credit Facility. (Aa) Unless thirty-five (35) days prior to the Credit Facility Expiration Date the Issuer delivers to the Trustee evidence of the extension of the Credit Facility on substantially the same terms as originally issued (including that amounts may be drawn under the Credit Facility in the same circumstances as provided in Section 2.07), the Trustee shall direct the Paying Agent to give notice to the Bondowners, in accordance with the provisions of Section 3.04(a), and the Bonds shall be subject to mandatory tender in accordance with Section 3.03(a). (b) Upon not less than forty-five (45) days written notice to the Trustee, the Borrower Issuer may on any Interest Payment Date during the then current Interest Mode provide for the replacement of the Credit Facility, by the delivery of a Substitute Credit Facility and the return by the Trustee of the Credit Facility, subject to the requirements of Section 9.1(B3.19(c); provided, however, that the Credit Facility shall not be replaced if any Bonds are in a Flexible Mode except on the Flexible Date with respect to such Bonds. (Bc) The following conditions shall apply to the delivery of any Substitute Credit Facility pursuant to this Section 9.13.19: (i) The Substitute Credit Facility shall have a term of not less than 364 days. (ii) Prior to the substitution of any Credit Facility, the Borrower Issuer shall have delivered to the Authority and the Trustee: (aA) a statement identifying the Substitute Credit Facility Provider and a statement from each Rating Agency stating the rating of the Bonds would not be reduced or withdrawn as a result of the proposed substitution; (bB) an opinion of counsel for the Substitute Credit Facility Provider satisfactory to the Authority and the Trustee Issuer that it constitutes a legal, valid and binding obligation of the Substitute Credit Facility Provider enforceable in accordance with its terms; (cC) a certificate of the Credit Facility Provider that all Credit Facility Payment Obligations or amounts otherwise owed to the Credit Facility Provider have been or will concurrently be paid; and (dD) a certificate of the Borrower Issuer stating that it has the means to reimburse the Credit Facility Provider for the final draw on the Credit Facility. (iii) Each Substitute Credit Facility must be similar with respect to payment provisions for the Bonds in all material respects to the previous Credit Facility and be on terms no less favorable to the Trustee as the Credit Facility being replaced. (iv) If at any time the Credit Facility and the Liquidity Facility are provided by the same facility, the Substitute Credit Facility and the Substitute Liquidity Facility must be replaced simultaneously.

Substitute Credit Facility. (Aa) Upon not less than forty-five (45) days written notice The Obligor may, from time to time, deliver to the Trustee a Substitute Credit Facility, the terms of which are in all material respects the same as the existing Credit Facility except with respect to the stated expiration date which, in the case of Fixed Rate Bonds shall be at least as long as the stated expiration date of the existing Credit Facility, and, in the case of Variable Rate Bonds, shall be at least one year from the Substitution Date, provided that the Trustee, the Borrower may on any Remarketing Agent and the Bank are each given notice thereof at least 60 days prior to the Interest Payment Date during next preceding the then current Interest Mode provide for Substitution Date (and a commitment to issue a Substitute Credit Facility from the replacement of the Credit Facility, by the delivery issuer of a Substitute Credit Facility accompanies such notice to the Trustee and the return Remarketing Agent) and provided further that such Substitute Credit Facility complies with the Indenture and is accompanied by (i) a written opinion of Bond Counsel acceptable to the Issuer and the Trustee of the Credit Facility, subject to the requirements of Section 9.1(B); provided, however, stating that the Credit Facility shall not be replaced if any Bonds are in a Flexible Mode except on the Flexible Date with respect to such Bonds. (B) The following conditions shall apply to the delivery of any such Substitute Credit Facility pursuant to the Trustee is authorized under this Section 9.1: (i) The Substitute Credit Facility shall have a term of not less than 364 days. Indenture and complies with the terms hereof, (ii) Prior to the substitution of any Credit Facility, the Borrower shall have delivered to the Authority and the Trustee: (a) a statement identifying the Substitute Credit Facility Provider and a statement from each Rating Agency stating the rating of the Bonds would not be reduced or withdrawn as a result of the proposed substitution; (b) an written opinion of counsel for the Substitute Credit Facility Provider satisfactory to the Authority and the Trustee that it constitutes a legal, valid and binding obligation issuer of the Substitute Credit Facility Provider addressed to the Trustee that the Substitute Credit Facility is binding and enforceable in accordance with its terms; (c) a certificate of the Credit Facility Provider that all Credit Facility Payment Obligations or amounts otherwise owed , subject as to enforceability to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights as they relate to the Credit Facility Provider have been or will concurrently be paid; and (d) a certificate issuer of the Borrower stating that it has the means to reimburse the Credit Facility Provider for the final draw on the Credit Facility. (iii) Each Substitute Credit Facility must be similar with respect to payment provisions for the Bonds in all material respects to the previous Credit Facility and be on terms no less favorable to the Trustee as the Credit Facility being replaced. (iv) If at any time the Credit Facility and the Liquidity Facility are provided by the same facility, the Substitute Credit Facility and the exercise of judicial discretion in accordance with general principles of equity, the Substitute Liquidity Credit Facility must is not subject to registration under the Securities Act of 1933, as amended, or has been so registered, (iii) a written opinion of Bond Counsel to the effect that the exclusion of the interest on the Bonds from gross income for federal income tax purposes will not be replaced simultaneouslyimpaired due to the substitution, (iv) if the Bonds are Fixed Rate Bonds, written evidence that with respect to the long term indebtedness of the issuer of the Substitute Credit Facility, or with respect to securities supported by similar credit instruments issued by such issuer, the rating thereof is not less than the ratings for similar instruments of the then current issuer of the Credit Facility, but in no event less than "A" or its equivalent, and (v) written confirmation from the Bank that all sums owed by the Obligor to the Bank have been paid in full. Upon receipt of such documentation, the Trustee shall accept such Substitute Credit Facility and promptly surrender the previous Credit Facility to the issuer thereof for cancellation. (b) Not less than 30 days prior to any Substitution Date, the Trustee shall give notice of the Substitution Date to the Holders by registered or certified mail, return receipt requested, which notice shall (1) specify the Substitution Date, (2) specify the issuer of the Substitute Credit Facility, and (3) if the Bonds are Variable Rate Bonds, state that all Holders will be required to tender their Variable Rate Bonds to the Trustee for purchase on the Substitution Date unless a Holder elects to retain its Variable Rate Bonds in accordance with the procedure set forth in Section 202(c) hereof; provided, that if the Substitution Date is also a proposed Conversion Date or Conversion Date, the foregoing provisions of this paragraph (b) shall not apply and the Holders shall be provided only the notice described in Section 113(b) hereof (and no Holder may elect to retain its Bonds in connection with the conversion).