Common use of Substitute Letter of Credit Clause in Contracts

Substitute Letter of Credit. The Company may provide for the delivery to the Trustee of a Substitute Letter of Credit upon thirty (30) days prior written notice to the Trustee, the Tender Agent, the Remarketing Agent and the Authority. Any Substitute Letter of Credit shall be delivered to the Trustee on an Interest Payment Date and not later than the thirtieth (30th) Business Day prior to the expiration of the Letter of Credit it is being issued to replace. On or before the date of the delivery of any Substitute Letter of Credit to the Trustee, as a condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent: (i) written evidence that the issuer of such Substitute Letter of Credit is a commercial bank organized and doing business in the United States or a branch or agency of a foreign commercial bank located and doing business in the United States and subject to regulation by state or federal banking regulatory authorities and that it has been assigned the same or better rating as the Letter of Credit in effect immediately prior to the substitution of the Substitute Letter of Credit; (ii) an opinion of nationally recognized bond counsel to the effect that the delivery of such Substitute Letter of Credit is authorized under this Agreement and the Indenture and the Act and complies with the terms hereof, and, that the delivery of such Substitute Letter of Credit does not adversely affect the exclusion from gross income of the interest on the Bonds for federal income tax purposes; and (iii) an opinion of Counsel satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent to the effect that the Substitute Letter of Credit is a legal, valid and binding obligation of the issuer (or, in the case of a branch or agency of a foreign commercial bank, the branch or agency) issuing the same, enforceable in accordance with its terms, that payments of principal, premium, if any (if such Substitute Letter of Credit secures the payment of premium), or Purchase Price of or interest on the Bonds from the proceeds of a drawing on the Substitute Letter of Credit will not constitute voidable preferences under the Bankruptcy Code or other applicable laws and regulations and that it is not necessary to register the Substitute Letter of Credit under the Securities Act of 1933, as amended, or to qualify an indenture with respect thereto under the Trust Indenture Act of 1939, as amended. On or before the delivery of any Substitute Letter of Credit to the Trustee, as an additional condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent written evidence from each Rating Agency that the rating on the Bonds will not be reduced or withdrawn as a result of the acceptance of the Substitute Letter of Credit and that the short term unsecured debt of the Bank or Substitute Bank, as applicable, shall then have been assigned a rating by Moody's of "P-1" or the equivalent xxxxxg assigned by S&P. In the case of a Substitute Letter of Credit issued by a branch or agency of a foreign commercial bank there shall also be delivered an opinion of Counsel, satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent and licensed to practice law in the jurisdiction in which the head office of such bank is located, to the effect that the Substitute Letter of Credit is the legal, valid and binding obligation of such bank enforceable in accordance with its terms. The Trustee shall accept any such Substitute Letter of Credit only in accordance with the terms, and upon the satisfaction of the conditions, contained in this Section 4.07 and any other provisions applicable to acceptance of a Substitute Letter of Credit under this Agreement and the Indenture.

Substitute Letter of Credit. The Company may provide for the delivery to the Trustee of a Substitute Letter of Credit at any time upon thirty (30) days days’ prior written notice to the Trustee, the Tender Agent, the Remarketing Agent and the Authority. Any Substitute Letter of Credit Unless the Company shall be delivered deliver to the Trustee on an Interest Payment Date and not later than or before the thirtieth (30th) Business Day prior to the expiration of the Letter of Credit it is being issued Termination Date a signed, written commitment from the Bank or a Substitute Bank to replaceissue a Substitute Letter of Credit on or before such Interest Payment Date, the Bonds shall be called for mandatory redemption in accordance with the terms thereof and of the Indenture. On or before the date of the delivery of any Substitute Letter of Credit to the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent, as a condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agentfollowing: (i) written evidence that (A) the issuer of such Substitute Letter of Credit is a commercial bank, bank and trust company, national bank, savings and loan association or savings bank organized and doing business in the United States or a branch or agency of a foreign commercial bank located and doing business in the United States and subject to regulation by state or federal banking regulatory authorities and that it (B) the long-term unsecured debt of the issuer of such Substitute Letter of Credit has been assigned a credit rating by Xxxxx’x not lower than the same or better rating as the Letter of Credit in effect immediately prior to the substitution lower of the Substitute Letter of Credit; then current rating on the Bonds and “Aa3”; (ii) an opinion Opinion of nationally recognized bond counsel to the effect Bond Counsel stating that the delivery of such Substitute Letter of Credit (A) is authorized under this Agreement and Agreement, the Indenture and the Act and complies with the terms hereof, and, that the delivery of such Substitute Letter of Credit does hereof and (B)does not adversely affect the exclusion from gross income of the interest on the Bonds for federal income tax purposes; and , (iii) an opinion Opinion of Counsel satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent to the effect that (A) the Substitute Letter of Credit is a the legal, valid and binding obligation of the issuer thereof (or, in the case of a branch or agency of a foreign commercial bank, the branch or agency) issuing the same), enforceable in accordance with its terms, that (B) payments of principal, premium, if any (if such Substitute Letter of Credit secures the payment of premium), interest or Purchase Price of or interest on purchase price with respect to the Bonds from the proceeds of a drawing on the Substitute Letter of Credit will not constitute voidable avoidable preferences under the Bankruptcy Code or other applicable laws and regulations regulations, and that (C) it is not necessary to register the Substitute Letter of Credit under the Securities Act of 1933, as amended, or to qualify an indenture with respect thereto under the Trust Indenture Act of 1939, as amended. On or before the delivery of any Substitute Letter of Credit to the Trustee, as an additional condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent ; and (iv) written evidence from each Rating Agency (if any) then maintaining a credit rating on the Bonds that the its rating on the Bonds will not be reduced or withdrawn as a result of the acceptance of the Substitute Letter of Credit and that the short term unsecured debt of the Bank or Substitute Bank, as applicable, shall then have been assigned a rating by Moody's of "P-1" or the equivalent xxxxxg assigned by S&P. Credit. In the case of a Substitute Letter of Credit issued by a branch or agency of a foreign commercial bank bank, there shall also be delivered an opinion Opinion of Counsel, Counsel from counsel who is licensed to practice law in the jurisdiction in which the head office of the issuer of such letter of credit is located and satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent and licensed to practice law in the jurisdiction in which the head office of such bank is locatedAgent, to the effect that the Substitute Letter of Credit is the legal, valid and binding obligation of such the issuing bank and enforceable in accordance with its terms. The Trustee shall accept any such Substitute Letter of Credit only in accordance with the terms, and upon the satisfaction of the conditions, contained in this Section 4.07 and any other provisions applicable to acceptance of a Substitute Letter of Credit under this Agreement and the Indenture.

Substitute Letter of Credit. The Company may provide for the delivery to the Trustee of a Substitute Letter of Credit at any time upon thirty (30) days days’ prior written notice to the Trustee, the Tender Agent, the Remarketing Agent and the Authority. Any Unless the Company shall deliver to the Trustee on or before the fifteenth (15th) calendar day prior to the Interest Payment Date immediately preceding the Letter of Credit Termination Date a signed, written commitment from the Bank or a Substitute Bank to issue a Substitute Letter of Credit on or before such Interest Payment Date, the Bonds shall be delivered to called for mandatory redemption in accordance with the Trustee on an Interest Payment Date terms thereof and not later than the thirtieth (30th) Business Day prior to the expiration of the Letter of Credit it is being issued to replaceIndenture. On or before the date of the delivery of any Substitute Letter of Credit to the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent, as a condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agentfollowing: (i) written evidence that (A) the issuer of such Substitute Letter of Credit is a commercial bank, bank and trust company, national bank, savings and loan association or savings bank organized and doing business in the United States or a branch or agency of a foreign commercial bank located and doing business in the United States and subject to regulation by state or federal banking regulatory authorities and that it (B) the long-term unsecured debt of the issuer of such Substitute Letter of Credit has been assigned a credit rating by Xxxxx’x not lower than the same or better rating as the Letter of Credit in effect immediately prior to the substitution lower of the Substitute Letter of Credit; then current rating on the Bonds and “Aa3”; (ii) an opinion Opinion of nationally recognized bond counsel to the effect Bond Counsel stating that the delivery of such Substitute Letter of Credit (A) is authorized under this Agreement and Agreement, the Indenture and the Act and complies with the terms hereof, and, that the delivery of such Substitute Letter of Credit hereof and (B) does not adversely affect the exclusion from gross income of the interest on the Bonds for federal income tax purposes; and ; (iii) an opinion Opinion of Counsel satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent to the effect that (A) the Substitute Letter of Credit is a the legal, valid and binding obligation of the issuer thereof (or, in the case of a branch or agency of a foreign commercial bank, the branch or agency) issuing the same), enforceable in accordance with its terms, that (B) payments of principal, premium, if any (if such Substitute Letter of Credit secures the payment of premium), interest or Purchase Price of or interest on purchase price with respect to the Bonds from the proceeds of a drawing on the Substitute Letter of Credit will not constitute voidable avoidable preferences under the Bankruptcy Code or other applicable laws and regulations regulations, and that (C) it is not necessary to register the Substitute Letter of Credit under the Securities Act of 1933, as amended, or to qualify an indenture with respect thereto under the Trust Indenture Act of 1939, as amended. On or before the delivery of any Substitute Letter of Credit to the Trustee, as an additional condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent ; and (iv) written evidence from each Rating Agency (if any) then maintaining a credit rating on the Bonds that the its rating on the Bonds will not be reduced or withdrawn as a result of the acceptance of the Substitute Letter of Credit and that the short term unsecured debt of the Bank or Substitute Bank, as applicable, shall then have been assigned a rating by Moody's of "P-1" or the equivalent xxxxxg assigned by S&P. Credit. In the case of a Substitute Letter of Credit issued by a branch or agency of a foreign commercial bank bank, there shall also be delivered an opinion Opinion of Counsel, Counsel from counsel who is licensed to practice law in the jurisdiction in which the head office of the issuer of such letter of credit is located and satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent and licensed to practice law in the jurisdiction in which the head office of such bank is locatedAgent, to the effect that the Substitute Letter of Credit is the legal, valid and binding obligation of such the issuing bank and enforceable in accordance with its terms. The Trustee shall accept any such Substitute Letter of Credit only in accordance with the terms, and upon the satisfaction of the conditions, contained in this Section 4.07 and any other provisions applicable to acceptance of a Substitute Letter of Credit under this Agreement and the Indenture.

Substitute Letter of Credit. The Company Borrower may provide for the delivery to the Trustee of a Substitute Letter of Credit upon thirty (30) days prior written notice to the Trustee, Trustee the Tender Agent, the Remarketing Agent, the Placement Agent and the Authority. Any Substitute Letter of Credit shall be delivered to the Trustee on an Interest Payment Date and not later than the thirtieth (30th) Business Day prior to the expiration of the Letter of Credit it is being issued to replace. On replace on or before the date of the delivery of any Substitute Letter of Credit to the Trustee, as a condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company Borrower shall furnish to the AuthorityIssuer, the Trustee and the Remarketing Agent: Agent (i) written evidence that the issuer of such Substitute Letter of Credit is a commercial bank organized and doing business in the United States or a branch or agency of a foreign commercial bank located and doing business in the United States and subject to regulation by state or federal banking regulatory authorities and that it has been assigned the same or better rating as the Letter of Credit in effect immediately prior to the substitution of the Substitute Letter of Credit; , if the Letter of Credit is then rated (ii) an opinion of nationally recognized bond counsel to the effect stating that the delivery of such Substitute Letter of Credit is authorized under this Agreement and the Indenture and the Act and complies with the terms hereof, and, hereof and that the delivery of such Substitute Letter of Credit does not adversely affect the exclusion from gross income of the interest on the Bonds for federal income tax purposes; and , (iii) an opinion of Counsel satisfactory to the Trustee, the AuthorityIssuer, the Company Borrower and the Remarketing Agent to the effect that the Substitute Letter of Credit is a the legal, valid and binding obligation of the issuer (or, in the case of a branch or agency of a foreign commercial bank, the branch or agency) issuing the same, enforceable in accordance with its terms, that payments of principal, premium, if any (if such Substitute Letter of Credit secures the payment of premium), or Purchase Price of or interest on the Bonds from the proceeds of a drawing on the Substitute Letter of Credit will not constitute voidable avoidable preferences under the Bankruptcy Code or other applicable laws and regulations and that it is not necessary to register the Substitute Letter of Credit under the Securities Act of 1933, as amended, or to qualify an indenture with respect thereto under the Trust Indenture Act of 1939, as amended. On or before the delivery of any Substitute Letter of Credit to the Trustee, as an additional condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company shall furnish to the Authority, the Trustee amended and the Remarketing Agent (iv) written evidence from each Rating Agency then rating the Bonds (if any), if the Bonds are then rated, that the rating on the Bonds will not be reduced or withdrawn as a result of the acceptance of the Substitute Letter of Credit and that the short term unsecured debt of the Bank or Substitute Bank, as applicable, shall then have been assigned a rating by Moody's of "P-1" or the equivalent xxxxxg assigned by S&P. Credit. In the case of a Substitute Letter of Credit issued by a branch or agency of a foreign commercial bank there shall also be delivered an opinion of Counsel, counsel satisfactory to the Trustee, the Authority, the Company Borrower and the Remarketing Agent and licensed to practice law in the jurisdiction in which the head office of such bank is located, to the effect that the Substitute Letter of Credit is the legal, valid and binding obligation of such bank enforceable in accordance with its terms. The Trustee shall accept any such Substitute Letter of Credit only in accordance with the terms, and upon the satisfaction of the conditions, contained in this Section 4.07 section and any other provisions applicable to acceptance of a Substitute Letter of Credit under this Agreement and the Indenture.

Substitute Letter of Credit. The Company may provide for the delivery to the Trustee of a Substitute Letter of Credit upon thirty (30) days prior written notice to the Trustee, the Tender Agent, the Remarketing Agent and the Authority, which notice shall state the proposed Substitution Date and shall be revocable by the Company prior to delivery of such Substitute Letter of Credit. Any Substitute Letter of Credit shall be delivered to the Trustee on an Interest Payment Date and not later than the thirtieth (30th) Business Day prior to the expiration of the Letter of Credit it is being issued to replace. On or before the date of fifth (5th) Business Day prior to the delivery of any Substitute Letter of Credit to the Trustee, as a condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent: Agent (i) written evidence that the issuer of such Substitute Letter of Credit is a commercial bank organized and doing business in the United States or o a branch or agency of a foreign commercial bank located and doing business in the United States and subject to regulation by state or federal banking regulatory authorities and that it has been assigned the same or better rating as the Letter of Credit it is being issued to replace in effect immediately prior to the substitution of the Substitute Letter of Credit; , (ii) an opinion of nationally recognized bond counsel to the effect that the delivery of such Substitute Letter of Credit is authorized under this Agreement and the Indenture and the Act and complies with the terms hereof, and, an opinion to the effect that the delivery of such Substitute Letter of Credit does not adversely affect the exclusion from gross income of the interest on the Bonds for federal income tax purposes; , and (iii) an opinion of Counsel satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent to the effect that the Substitute Letter of Credit is a legal, valid and binding obligation of the issuer (or, in the case of a branch or agency of a foreign commercial bank, the branch or agency) issuing the same, enforceable in accordance with its terms, that payments of principal, premium, if any (if such Substitute Letter of Credit secures the payment of premium), or Purchase Price of or interest on the Bonds from the proceeds of a drawing on the Substitute Letter of Credit will not constitute voidable preferences under the Bankruptcy Code or other applicable laws and regulations and that it is not necessary to register the Substitute Letter of Credit under the Securities Act of 1933, as amended, or to qualify an indenture with respect thereto under the Trust Indenture Act of 1939, as amended. On or before the delivery of any Substitute Letter of Credit to the Trustee, as an additional condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent written evidence from each Rating Agency that the rating on the Bonds will not be reduced or withdrawn as a result of the acceptance of the Substitute Letter of Credit and that the short term unsecured debt of the Bank or Substitute Bank, as applicable, shall then have been assigned a rating by Moody's of "P-1" or the equivalent xxxxxg assigned by S&P. In the case of a Substitute Letter of Credit issued by a branch or agency of a foreign commercial bank there shall also be delivered an opinion of Counsel, satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent and licensed to practice law in the jurisdiction in which the head office of such bank is located, to the effect that the Substitute Letter of Credit is the legal, valid and binding obligation of such bank enforceable in accordance with its terms. The Trustee shall accept any such Substitute Letter of Credit only in accordance with the terms, and upon the satisfaction of the conditions, contained in this Section 4.07 and any other provisions applicable to acceptance of a Substitute Letter of Credit under this Agreement and the Indenture.

Substitute Letter of Credit. The Company may provide for the delivery to the Trustee of a Substitute Letter of Credit at any time upon thirty (30) days days’ prior written notice to the Trustee, the Tender Agent, the Remarketing Agent and the Authority. Any Unless the Company shall deliver to the Trustee on or before the fifteenth (15th) calendar day prior to the Interest Payment Date immediately preceding the Letter of Credit Termination Date a signed, written commitment from the Bank or a Substitute Bank to issue a Substitute Letter of Credit on or before such Interest Payment Date, the Bonds shall be delivered to called for mandatory redemption in accordance with the Trustee on an Interest Payment Date terms thereof and not later than the thirtieth (30th) Business Day prior to the expiration of the Letter of Credit it is being issued to replaceIndenture. On or before the date of the delivery of any Substitute Letter of Credit to the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent, as a condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agentfollowing: (i) written evidence that (A) the issuer of such Substitute Letter of Credit is a commercial bank, bank and trust company, national bank, savings and loan association or savings bank organized and doing business in the United States or a branch or agency of a foreign commercial bank located and doing business in the United States and subject to regulation by state or federal banking regulatory authorities and that it (B) the long-term unsecured debt of the issuer of such Substitute Letter of Credit has been assigned a credit rating by Xxxxx’x not lower than the same or better rating as the Letter of Credit in effect immediately prior to the substitution lower of the Substitute Letter of Credit; then current rating on the Bonds and “Aa3”; (ii) an opinion Opinion of nationally recognized bond counsel to the effect Bond Counsel stating that the delivery of such Substitute Letter of Credit (A) is authorized under this Agreement and Agreement, the Indenture and the Act and complies with the terms hereof, and, that the delivery of such Substitute Letter of Credit does hereof and (B)does not adversely affect the exclusion from gross income of the interest on the Bonds for federal income tax purposes; and ; (iii) an opinion Opinion of Counsel satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent to the effect that (A) the Substitute Letter of Credit is a the legal, valid and binding obligation of the issuer thereof (or, in the case of a branch or agency of a foreign commercial bank, the branch or agency) issuing the same), enforceable in accordance with its terms, that (B) payments of principal, premium, if any (if such Substitute Letter of Credit secures the payment of premium), interest or Purchase Price of or interest on purchase price with respect to the Bonds from the proceeds of a drawing on the Substitute Letter of Credit will not constitute voidable avoidable preferences under the Bankruptcy Code or other applicable laws and regulations regulations, and that (C) it is not necessary to register the Substitute Letter of Credit under the Securities Act of 1933, as amended, or to qualify an indenture with respect thereto under the Trust Indenture Act of 1939, as amended. On or before the delivery of any Substitute Letter of Credit to the Trustee, as an additional condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent ; and (iv) written evidence from each Rating Agency (if any) then maintaining a credit rating on the Bonds that the its rating on the Bonds will not be reduced or withdrawn as a result of the acceptance of the Substitute Letter of Credit and that the short term unsecured debt of the Bank or Substitute Bank, as applicable, shall then have been assigned a rating by Moody's of "P-1" or the equivalent xxxxxg assigned by S&P. Credit. In the case of a Substitute Letter of Credit issued by a branch or agency of a foreign commercial bank bank, there shall also be delivered an opinion Opinion of Counsel, Counsel from counsel who is licensed to practice law in the jurisdiction in which the head office of the issuer of such letter of credit is located and satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent and licensed to practice law in the jurisdiction in which the head office of such bank is locatedAgent, to the effect that the Substitute Letter of Credit is the legal, valid and binding obligation of such the issuing bank and enforceable in accordance with its terms. The Trustee shall accept any such Substitute Letter of Credit only in accordance with the terms, and upon the satisfaction of the conditions, contained in this Section 4.07 and any other provisions applicable to acceptance of a Substitute Letter of Credit under this Agreement and the Indenture.

Substitute Letter of Credit. The Company Lessee may provide for the delivery to the Trustee of a Substitute Letter of Credit upon thirty (30) days prior written notice to the Trustee, the Tender Agent, the Remarketing Agent and the AuthorityLessor. Any Substitute Letter of Credit shall be delivered to the Trustee on an Interest Payment Date and not later than the thirtieth (30th) Business Day prior to the expiration of the Letter of Credit it is being issued to replace. On or before the date of the delivery of any Substitute Letter of Credit to the Trustee, as a condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company Lessee shall furnish to the AuthorityLessor, the Trustee and the Remarketing Agent: (i) written evidence that the issuer of such Substitute Letter of Credit is a commercial bank or other financial institution organized and doing business in the United States or a branch or agency of a foreign commercial bank located and doing business in the United States and subject to regulation by state or federal banking regulatory authorities and that it has been assigned the same or better rating as the Letter of Credit in effect immediately prior to the substitution of the Substitute Letter of Credit; (ii) an opinion of nationally recognized bond counsel to the effect that the delivery of such Substitute Letter of Credit is authorized under this Agreement and the Indenture and the Act and complies with the terms hereof, and, that the delivery of such Substitute Letter of Credit does not adversely affect the exclusion from gross income of the interest on the Bonds for federal income tax purposes; and (iii) an opinion of Counsel satisfactory to the Trustee, the AuthorityLessor, the Company Lessee and the Remarketing Agent to the effect that the Substitute Letter of Credit is a legal, valid and binding obligation of the issuer (or, in the case of a branch or agency of a foreign commercial bank, the branch or agency) issuing the same, enforceable in accordance with its terms, that payments of principalprincipal of, premium, if any (if such Substitute and to the extent the Letter of Credit secures covers same, any premium on the payment of premium)Bonds, or Purchase Price of or interest on the Bonds from the proceeds of a drawing on the Substitute Letter of Credit will not constitute voidable preferences under the Bankruptcy Code or other applicable laws and regulations and that it is not necessary to register the Substitute Letter of Credit under the Securities Act of 1933, as amended, or to qualify an indenture with respect thereto under the Trust Indenture Act of 1939, as amended. On or before the delivery of any Substitute Letter of Credit to the Trustee, as an additional condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company Lessee shall furnish to the AuthorityLessor, the Trustee and the Remarketing Agent written evidence from each Rating Agency that the rating on the Bonds will not be reduced or withdrawn as a result of the acceptance of the Substitute Letter of Credit and that the short term unsecured debt of the Bank or Substitute Bank, as applicable, shall then have been assigned a rating by Moody's Xxxxx'x of "P-1" or the equivalent xxxxxg rating assigned by S&P. In the case of a Substitute Letter of Credit issued by a branch or agency of a foreign commercial bank there shall also be delivered an opinion of Counsel, satisfactory to the Trustee, the AuthorityLessor, the Company Lessee and the Remarketing Agent and licensed to practice law in the jurisdiction in which the head office of such bank is located, to the effect that the Substitute Letter of Credit is the legal, valid and binding obligation of such bank enforceable in accordance with its terms. The Trustee shall accept any such Substitute Letter of Credit only in accordance with the terms, and upon the satisfaction of the conditions, contained in this Section 4.07 4.3 and any other provisions applicable to acceptance of a Substitute Letter of Credit under this Agreement and the Indenture.

Substitute Letter of Credit. The Company may provide for the delivery Subject to the Trustee terms and conditions of the Letter of Credit, the Company may, at its option, obtain a Substitute Letter of Credit upon thirty (30) days from any commercial bank meeting the conditions contained herein, in substitution for or replacement of the Letter of Credit. On or prior written notice to the Trusteesubstitution of such Substitute Letter of Credit for the Letter of Credit, the Tender Agentprovider of such Substitute Letter of Credit shall purchase all Outstanding Bank Bonds, the Remarketing Agent and the Authorityat a purchase price equal to their principal amount plus accrued interest. Any The Substitute Letter of Credit shall be delivered a letter of credit, the terms of which shall in all material respects be the same as the Initial Letter of Credit representing the obligation of the provider thereof to pay to the Trustee on an Interest Payment Date amounts necessary to pay the principal of interest on, and not later than the thirtieth (30th) Business Day prior to the expiration Purchase Price of the Letter of Credit it is being issued to replaceBonds. On or before the date of the delivery of any The Substitute Letter of Credit must be in an amount at least equal to the Trusteeaggregate principal amount of Bonds then Outstanding, plus the interest coverage and Discharge Expenses described in Section 13.01(b) above. In order for such letter of credit to qualify and be effective as a condition to the acceptance of any Substitute Letter of Credit by the Trusteehereunder, the Company shall furnish at least 45 days prior to the Authority, the Trustee and the Remarketing Agent: (i) written evidence that the issuer of date such Substitute Letter of Credit is a commercial bank organized and doing business in the United States or a branch or agency of a foreign commercial bank located and doing business in the United States and subject to regulation by state or federal banking regulatory authorities and that it has been assigned the same or better rating as become effective deliver to the Letter of Credit in effect immediately prior to Custodian, Tender Agent and the substitution Trustee (a) a copy of the Substitute Letter of Credit; (ii) an opinion of nationally recognized bond counsel agreement pursuant to the effect that the delivery of such which Substitute Letter of Credit is authorized under this Agreement issued, and the Indenture and the Act and complies with the terms hereof, and, (b) an Opinion of Counsel stating that the delivery of such proposed Substitute Letter of Credit does not adversely affect the exclusion from gross income of the interest on the Bonds for federal income tax purposes; and (iii) an opinion of Counsel satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent to the effect that the Substitute Letter of Credit is a legal, valid and binding obligation of the issuer (or, in the case of a branch or agency of a foreign commercial bank, the branch or agency) issuing the same, enforceable in accordance with its terms, that payments of principal, premium, if any (if such Substitute Letter of Credit secures the payment of premium), or Purchase Price of or interest on the Bonds from the proceeds of a drawing on the Substitute Letter of Credit will not constitute voidable preferences under the Bankruptcy Code or other applicable laws and regulations and that it is not necessary to register the Substitute Letter of Credit under the Securities Act of 1933, qualifies as amended, or to qualify an indenture with respect thereto under the Trust Indenture Act of 1939, as amended. On or before the delivery of any Substitute Letter of Credit to the Trustee, as an additional condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent written evidence from each Rating Agency that the rating on the Bonds will not be reduced or withdrawn as a result of the acceptance of the Substitute Letter of Credit and that the short term unsecured debt of the Bank or Substitute Bank, as applicable, shall then have been assigned a rating by Moody's of "P-1" or the equivalent xxxxxg assigned by S&P. In the case of a Substitute Letter of Credit issued by a branch or agency of a foreign commercial bank there shall also be delivered an opinion of Counsel, satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent and licensed to practice law in the jurisdiction in which the head office of such bank is located, to the effect that the Substitute Letter of Credit is the legal, valid and binding obligation of such bank enforceable in accordance with its terms. The Trustee shall accept any such Substitute Letter of Credit only in accordance with the terms, and upon the satisfaction of the conditions, contained in this Section 4.07 and any other provisions applicable to acceptance of a Substitute Letter of Credit under this Indenture and complies with the terms thereof. In addition to all other requirements to be met therefor, a draft of such Substitute of Credit, a draft of the related Reimbursement Agreement and appropriate information concerning the Indenture.Bank which will issue such Substitute Letter of Credit shall have been submitted to Moody's, if Moodx'x xx then maintaining a rating for the Bonds and S&P, if S&P is then maintaining a rating for the Bonds, and

Substitute Letter of Credit. The Company may provide for the delivery to the Trustee of a Substitute Letter of Credit Company, upon thirty at least thirty-five (3035) days prior written notice to the Trustee, the Tender Agent, Agent and the Remarketing Agent and may, at any time, at its option, provide for the Authoritydelivery on any Business Day to the Trustee of a Substitute Letter of Credit. Any Substitute Letter of Credit shall have administrative terms and provisions reasonably acceptable to the Trustee and shall be delivered to the Trustee on an Interest Payment Date and not later than the thirtieth (30th) Business Day prior to the expiration of the Letter of Credit it is being issued to replace. On or before the date of the delivery of any Substitute Letter of Credit to the Trustee, as a condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent: (ia) written evidence that the issuer of such the Substitute Letter of Credit is a commercial bank organized and doing business in the United States or a branch or agency of a foreign commercial bank located and doing business in the United States and subject to regulation by state or federal banking regulatory authorities and that it has been assigned the same or better rating as the Letter of Credit in effect immediately prior to the substitution of the Substitute Letter of Creditauthorities; (iib) an opinion of nationally recognized bond counsel to the effect Bond Counsel stating that the delivery of such Substitute Letter of Credit is authorized under this Agreement and the Indenture and the Act and complies with the terms hereof, and, that the delivery of such Substitute Letter of Credit does not adversely affect the exclusion from gross income of the interest on the Bonds for federal income tax purposesthereof; and (iiic) an opinion of Counsel counsel satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent to the effect that (i) the Substitute Letter of Credit is a legal, valid and binding obligation of the issuer (or, in the case of a branch or agency of a foreign commercial bank, the branch or agency) issuing the same, enforceable in accordance with its terms, that (ii) payments of principalprincipal or redemption price, premium, if any (if such Substitute Letter of Credit secures the payment of premium), or Purchase Price of or and interest on the Bonds from the proceeds of a drawing on the Substitute Letter of Credit will not constitute voidable avoidable preferences under the Bankruptcy Code or other applicable laws and regulations regulations, and that (iii) it is not necessary to register the Substitute Letter of Credit under the Securities Act of 1933, as amended, or to qualify an indenture with respect thereto under the Trust Indenture Act of 1939, as amended. On or before the delivery An additional opinion of any Substitute Letter of Credit counsel, satisfactory to the Trustee, as an additional condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent written evidence from each Rating Agency that the rating on the Bonds will not be reduced or withdrawn as a result of the acceptance of the Substitute Letter of Credit and that the short term unsecured debt of the Bank or Substitute Bank, as applicableAgent, shall then have been assigned a rating by Moody's of "P-1" or be required regarding the equivalent xxxxxg assigned by S&P. In the case legality, validity and binding effect of a Substitute Letter of Credit issued by a branch or agency of a foreign commercial bank there shall also be delivered an opinion of Counsel, satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent and licensed to practice law in the jurisdiction in which the head office of such bank is located, to the effect that the Substitute Letter of Credit is the legal, valid and binding obligation of such bank enforceable in accordance with its termsbank. The Trustee shall accept any such Substitute Letter of Credit only in accordance with the terms, its terms and upon the satisfaction of the conditions, foregoing conditions and other provisions contained in this Section 4.07 and any other provisions applicable to acceptance of a Substitute Letter of Credit under this Agreement and the Indenture.

Substitute Letter of Credit. The Company may provide for the delivery to the Trustee of a Substitute Letter of Credit upon thirty (30) days prior written notice to the Trustee, the Tender Agent, the Remarketing Agent and the Authority. Any Substitute Letter of Credit shall be delivered to the Trustee on an Interest Payment Date and not later than the thirtieth (30th) Business Day prior to the expiration of the Letter of Credit it is being issued to replace. On or before the date of the delivery of any Substitute Letter of Credit to the Trustee, as a condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent: (i) written evidence that the issuer of such Substitute Letter of Credit is a commercial bank organized and doing business in the United States or a branch or agency of a foreign commercial bank located and doing business in the United States and subject to regulation by state or federal banking regulatory authorities and that it has been assigned the same or better rating as the Letter of Credit in effect immediately prior to the substitution of the Substitute Letter of Credit; (ii) an opinion of nationally recognized bond counsel to the effect that the delivery of such Substitute Letter of Credit is authorized under this Agreement and the Indenture and the Act and complies with the terms hereof, and, that the delivery of such Substitute Letter of Credit does not adversely affect the exclusion from gross income of the interest on the Bonds for federal income tax purposes; and (iii) an opinion of Counsel satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent to the effect that the Substitute Letter of Credit is a legal, valid and binding obligation of the issuer (or, in the case of a branch or agency of a foreign commercial bank, the branch or agency) issuing the same, enforceable in accordance with its terms, that payments of principal, premium, if any (if such Substitute Letter of Credit secures the payment of premium), or Purchase Price of or interest on the Bonds from the proceeds of a drawing on the Substitute Letter of Credit will not constitute voidable preferences under the Bankruptcy Code or other applicable laws and regulations and that it is not necessary to register the Substitute Letter of Credit under the Securities Act of 1933, as amended, or to qualify an indenture with respect thereto under the Trust Indenture Act of 1939, as amended. On or before the delivery of any Substitute Letter of Credit to the Trustee, as an additional condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent written evidence from each Rating Agency that the rating on the Bonds will not be reduced or withdrawn as a result of the acceptance of the Substitute Letter of Credit and that the short term unsecured debt of the Bank or Substitute Bank, as applicable, shall then have been assigned a rating by Moody's Xxxxx'x of "P-1" or the equivalent xxxxxg rating assigned by S&P. In the case of a Substitute Letter of Credit issued by a branch or agency of a foreign commercial bank there shall also be delivered an opinion of Counsel, satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent and licensed to practice law in the jurisdiction in which the head office of such bank is located, to the effect that the Substitute Letter of Credit is the legal, valid and binding obligation of such bank enforceable in accordance with its terms. The Trustee shall accept any such Substitute Letter of Credit only in accordance with the terms, and upon the satisfaction of the conditions, contained in this Section 4.07 and any other provisions applicable to acceptance of a Substitute Letter of Credit under this Agreement and the Indenture.

Substitute Letter of Credit. The Company may provide for If at any time (i) the delivery to the Trustee owner of a Secured Transferred Parcel has provided a Substitute Letter of Credit upon thirty that satisfies the requirements specified in the definition thereof, (30ii) days prior written notice the amount available to the Trustee, the Tender Agent, the Remarketing Agent and the Authority. Any Substitute Letter of Credit shall be delivered to the Trustee on an Interest Payment Date and not later than the thirtieth (30th) Business Day prior to the expiration of the Letter of Credit it is being issued to replace. On or before the date of the delivery of any Substitute Letter of Credit to the Trustee, as a condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent: (i) written evidence that the issuer of drawn under such Substitute Letter of Credit is a commercial bank organized and doing business in at least equal to the United States or a branch or agency of a foreign commercial bank located and doing business in the United States and subject to regulation by state or federal banking regulatory authorities and that it has been assigned the same or better rating as the Required Letter of Credit in effect immediately prior Amount for the Secured Transferred Parcels to the substitution of the which such Substitute Letter of Credit; (ii) an opinion of nationally recognized bond counsel to Credit relates for the effect that the delivery of Bond Year in which such Substitute Letter of Credit is authorized under this Agreement delivered, and the Indenture and the Act and complies with the terms hereof, and, that the delivery of (iii) such Substitute Letter of Credit does not adversely affect the exclusion from gross income is accompanied by one or more opinions of the interest on the Bonds for federal income tax purposes; and (iii) an opinion of Counsel counsel reasonably satisfactory to the Trustee, the Authority, the Company Trustee and the Remarketing Agent Community Facilities District addressed to the effect Trustee and the Community Facilities District to the effect, singly or together, that the Substitute Letter of Credit is a legal, valid and binding obligation of the issuer (or, in the case of a branch or agency of a foreign commercial bank, the branch or agency) issuing the sameprovider thereof, enforceable against the provider thereof in accordance with its terms, that payments except as limited by applicable reorganization, insolvency, liquidation, readjustment of principaldebt, premiummoratorium or other similar laws affecting the enforcement of rights of creditors generally as such laws may be applied in the event of a reorganization, if any insolvency, liquidation, readjustment of debt or other similar proceeding of or moratorium applicable to the provider thereof and by general principles of equity (if regardless of whether such enforceability is considered in a proceeding in equity or at law), the Community Facilities District shall deliver to the Trustee (with a copy to such owner) a Written Request of the Community Facilities District directing the Trustee to, upon receipt of such Substitute Letter of Credit, accept such Substitute Letter of Credit secures in substitution of the payment Transferred Parcel Letter of premium)Credit then held by the Trustee securing the Secured Transferred Parcels owned by such owner and Affiliates of such owner and (A) surrender such Transferred Parcel Letter of Credit being replaced to the Letter of Credit Provider that issued such Transferred Parcel Letter of Credit, or Purchase Price of or interest on the Bonds from the (B) if proceeds of a drawing on the Substitute such Transferred Parcel Letter of Credit will not constitute voidable preferences are on deposit in a special account established therefor by the Trustee under the Bankruptcy Code or other applicable laws and regulations and that it is not necessary Indenture, transfer such proceeds to register the Substitute Letter of Credit under the Securities Act of 1933, as amended, or to qualify an indenture with respect thereto under the Trust Indenture Act of 1939, as amended. On or before the delivery of any Substitute Provider that issued such Transferred Parcel Letter of Credit to the Trustee, as an additional condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent written evidence from each Rating Agency that the rating on the Bonds will not be reduced or withdrawn as a result of the acceptance of the Substitute Letter of Credit and that the short term unsecured debt of the Bank or Substitute Bank, as applicable, shall then have been assigned a rating by Moody's of "P-1" or the equivalent xxxxxg assigned by S&P. In the case of a Substitute Letter of Credit issued by a branch or agency of a foreign commercial bank there shall also be delivered an opinion of Counsel, satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent and licensed to practice law in the jurisdiction in which the head office of such bank is located, to the effect that the Substitute Letter of Credit is the legal, valid and binding obligation of such bank enforceable in accordance with its terms. The Trustee shall accept any such Substitute Letter of Credit only in accordance with the terms, and upon the satisfaction of the conditions, contained in this Section 4.07 and any other provisions applicable to acceptance of a Substitute Letter of Credit under this Agreement and the IndentureCredit.

Substitute Letter of Credit. The (a) Except when a Letter of Credit is in effect during the Fixed Rate Period, at any time while a Letter of Credit is in effect with respect to the Bonds, upon at least sixty (60) days' prior written notice to the Trustee and the Remarketing Agent, the Company may may, subject to the approval of the Remarketing Agent, provide for the delivery to the Trustee of a substitute Letter of Credit complying with the provisions of this Indenture (the "Substitute Letter of Credit Credit"), which shall be effective upon thirty (30) days prior written notice to acceptance by the Trustee, the Tender Agent, the Remarketing Agent and the Authority. Any Substitute Letter of Credit shall be delivered to the Trustee on an Interest Payment Date and not . (b) Not later than the thirtieth (30th) Business Day 20 days prior to the expiration of the Letter of Credit it is being issued to replace. On or before the effective date of the delivery of any Substitute Letter of Credit delivered to the Trustee, as a condition to the acceptance by the Trustee of any such Substitute Letter of Credit by the TrusteeCredit, the Company shall furnish to the Authority, the Trustee and the Remarketing AgentTrustee: (i) written evidence An Opinion of Counsel addressed to the Trustee to the effect that (A) on the issuer effective date of any Substitute Letter of Credit, such Substitute Letter of Credit will be the valid and binding obligation of the issuer thereof enforceable against such issuer in accordance with its terms except insofar as its enforceability may be limited by any insolvency or similar proceedings applicable to the issuer or by proceedings affecting generally the rights of the issuer's creditors or by general equitable principles, and (B) the Substitute Letter of Credit, on the date it becomes effective, would not constitute a separate security requiring registration under any applicable federal or state securities laws or, alternatively, that such registration has been filed and is effective. In the case of a commercial bank organized and doing business in the United States or Substitute Letter of Credit, issued by a branch or agency of a foreign commercial bank located and doing business bank, there shall also be delivered an Opinion of Counsel from a firm licensed to practice law in the United States and subject jurisdiction in which the head office of such bank is located, addressed to regulation by state or federal banking regulatory authorities and the Trustee to the effect that it has been assigned the same or better rating as the Substitute Letter of Credit is the valid and binding obligation of such bank, enforceable against such bank in effect immediately prior accordance with its terms, subject to the substitution limitations referred to in Section 5.03(b)(i)(A) above; (ii) written evidence satisfactory to the Trustee that the issuer of the Substitute Letter of Credit; Credit meets the requirements for an issuer of a Letter of Credit set forth in the definition of Letter of Credit in Article I hereof; (iiiii) an opinion Opinion of nationally recognized bond counsel Bond Counsel addressed to the Trustee to the effect that the delivery and acceptance of such Substitute Letter of Credit is authorized under this Agreement and the Indenture and the Act and complies with the terms hereof, and, that the delivery of such Substitute Letter of Credit does will not adversely affect the exclusion from gross income of the interest on the Bonds for federal income tax purposes; and ; (iiiiv) an opinion of Counsel satisfactory to the Trustee, the Authority, the Company and written confirmation from the Remarketing Agent that it has agreed to remarket the effect that Bonds on or after the Substitute Letter of Credit is a legal, valid and binding obligation date of the issuer (or, in the case of a branch or agency of a foreign commercial bank, the branch or agency) issuing the same, enforceable in accordance with its terms, that payments of principal, premium, if any (if such Substitute Letter of Credit secures the payment of premium), or Purchase Price of or interest on the Bonds from the proceeds of a drawing on the Substitute Letter of Credit will not constitute voidable preferences under the Bankruptcy Code or other applicable laws and regulations and that it is not necessary to register the Substitute Letter of Credit under the Securities Act of 1933, as amended, or to qualify an indenture with respect thereto under the Trust Indenture Act of 1939, as amended. On or before the delivery of any Substitute Letter of Credit to the Trustee, as an additional condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent written evidence from each Rating Agency that the rating on the Bonds will not be reduced or withdrawn as a result of the acceptance of the Substitute Letter of Credit and that Credit; and (v) if the short term unsecured debt Bonds will be rated following the acceptance by the Trustee of the Bank or Substitute Bank, as applicable, shall then have been assigned a rating by Moody's of "P-1" or the equivalent xxxxxg assigned by S&P. In the case of a such Substitute Letter of Credit issued by Credit, a branch or agency of a foreign commercial bank there shall also be delivered an opinion of Counsel, satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent and licensed to practice law in the jurisdiction in which the head office of letter from each Rating Agency rating such bank is located, to the effect that the Substitute Letter of Credit is the legal, valid and binding obligation of Bonds setting forth such bank enforceable in accordance with its termsrating. The Trustee shall accept any such Substitute Letter of Credit only in accordance with the terms, and upon the satisfaction of the conditions, contained in this Section 4.07 and any other applicable provisions applicable of this Indenture. Notwithstanding anything to acceptance the contrary herein, any Substitute Letter of Credit shall become effective on a Business Day. (c) If after the Fixed Rate Conversion Date the Bonds will be secured by a Letter of Credit, the Company shall deliver to the Trustee not later than twenty (20) days prior to the Fixed Rate Conversion Date a Substitute Letter of Credit under this Agreement with an expiration date at least fifteen (15) days following the stated maturity date for the Bonds and covering the principal of the Bonds after the Fixed Rate Conversion Date plus at least 190 days of interest at the Fixed Interest Rate (or such greater number of days coverage as may be required by a Rating Agency then rating the Bonds). Such Substitute Letter of Credit may or may not cover any premium, as determined by the Company, the Remarketing Agent and the IndentureBank.