Common use of Substitute Letter of Credit Clause in Contracts

Substitute Letter of Credit. The 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 Lessor. 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 Lessee shall furnish to the Lessor, 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 Lessor, the 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 principal of, and to the extent the Letter of Credit covers same, any premium on the 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 Lessee shall furnish to the Lessor, 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 Xxxxx'x of "P-1" or the equivalent 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 Lessor, the 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 4.3 and any other provisions applicable to acceptance of a Substitute Letter of Credit under this Agreement and the Indenture.

Substitute Letter of Credit. The Lessee 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 LessorAuthority. 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 Lessee Company shall furnish to the LessorAuthority, 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 LessorAuthority, the Lessee 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 ofprincipal, and to the extent the premium, if any (if such Substitute Letter of Credit covers same, any premium on secures the Bondspayment 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 Lessee Company shall furnish to the LessorAuthority, 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 Xxxxx'x of "P-1" or the equivalent 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 LessorAuthority, the Lessee 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 4.3 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 Lessee 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 LessorAuthority, 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 Lessee Company shall furnish to the LessorAuthority, the Trustee and the Remarketing Agent: 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 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 LessorAuthority, the Lessee 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 ofprincipal, and to the extent the premium, if any (if such Substitute Letter of Credit covers same, any premium on secures the Bondspayment 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 Lessee shall furnish to the Lessor, 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 Xxxxx'x of "P-1" or the equivalent 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 LessorAuthority, the Lessee 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 4.3 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 Lessee During the period in which the Bonds bear interest at the Adjustable Rate, 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 LessorCredit. Any Substitute Letter of Credit shall be delivered to the Trustee on an Interest Payment Date and not later less than the thirtieth sixty (30th60) Business Day days prior to the expiration of the Letter of Credit it is being issued to replace, shall be dated as of a date prior to the expiration date of the Letter of Credit for which the same is to be substituted (which date may be subsequent to the date of delivery of such Substitute Letter of Credit, but in any case such Substitute Letter of Credit shall become effective prior to the expiration of the Letter of Credit for which it is substituted), and shall expire on a date which is fifteen days after an Interest Payment Date for the Bonds. On or before the date of the such delivery of any a Substitute Letter of Credit to the Trustee, as a condition the Company shall furnish to the acceptance of any Trustee (a) written evidence from each rating agency by which the Bonds are then rated, to the effect that such rating agency has reviewed the proposed Substitute Letter of Credit by the Trustee, the Lessee shall furnish to the Lessor, the Trustee and the Remarketing Agent: (i) written evidence that the issuer substitution of such the proposed Substitute Letter of Credit is a commercial bank or other financial institution organized and doing business will not, by itself, result in the United States reduction 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 withdrawal of the Substitute Letter then applicable rating(s) of Creditthe Bonds; (iib) an a written 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 will not adversely affect the exclusion from gross income of the interest on the Bonds for federal income tax purposes; and (iiic) an a written opinion of Counsel satisfactory counsel to the Trustee, the Lessor, the Lessee and the Remarketing Agent Substitute Bank to the effect that the Substitute Letter of Credit is a legal, valid valid, binding and binding enforceable 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 Substitute Bank in accordance with its terms, that payments of principal of, and to the extent the Letter of Credit covers same, any premium on the 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 Lessee shall furnish to the Lessor, 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 Xxxxx'x of "P-1" or the equivalent 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 Lessor, the 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 4.3 and any other provisions applicable to acceptance of a Substitute Letter of Credit under this Agreement and the Indenture.

Substitute Letter of Credit. The Lessee 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 Lessorat 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 Lessee Company shall furnish at least 45 days prior to the Lessor, the Trustee and the Remarketing Agent: (i) written evidence that the issuer of date 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 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 Lessor, the 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 principal of, and to the extent the Letter of Credit covers same, any premium on the 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, 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 Lessee shall furnish to the Lessor, 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 Xxxxx'x of "P-1" or the equivalent 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 Lessor, the 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 4.3 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 Lessee 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 LessorAuthority. 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 Lessee Company shall furnish to the LessorAuthority, 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 LessorAuthority, the Lessee 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 ofprincipal, and to the extent the premium, if any (if such Substitute Letter of Credit covers same, any premium on secures the Bondspayment 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 Lessee Company shall furnish to the LessorAuthority, 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 Xxxxx'x Moody's of "P-1" or the equivalent rating 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 LessorAuthority, the Lessee 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 4.3 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 Lessee 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 Lessor. 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 Lessee shall furnish to the Lessor, the Trustee and the Remarketing Agent: (i) written evidence that the issuer of drawn under such Substitute Letter of Credit is a commercial bank or other financial institution 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 Lessor, the Lessee 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 principal ofdebt, and moratorium or other similar laws affecting the enforcement of rights of creditors generally as such laws may be applied in the event of a reorganization, insolvency, liquidation, readjustment of debt or other similar proceeding of or moratorium applicable to the extent provider thereof and by general principles of equity (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 in substitution of the Transferred Parcel Letter of 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 covers same, any premium on the BondsProvider 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 Lessee shall furnish to the Lessor, 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 Xxxxx'x of "P-1" or the equivalent 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 Lessor, the 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 4.3 and any other provisions applicable to acceptance of a Substitute Letter of Credit under this Agreement and the IndentureCredit.

Substitute Letter of Credit. The Lessee may provide for If at any time (i) the delivery to the Trustee of Developer has provided a Substitute Letter of Credit upon thirty which 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 Lessor. 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 Lessee shall furnish to the Lessor, the Trustee and the Remarketing Agent: (i) written evidence that the issuer of drawn under such Substitute Letter of Credit is a commercial bank or other financial institution 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 Amount for Developer Secured Parcels for the Bond Year 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 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 Lessor, the Lessee 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 principal ofdebt, and moratorium or other similar laws affecting the enforcement of rights of creditors generally as such laws may be applied in the event of a reorganization, insolvency, liquidation, readjustment of debt or other similar proceeding of or moratorium applicable to the extent provider thereof and by general principles of equity (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 the Developer) 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 in substitution of the Developer Letter of Credit then held by the Trustee and (A) surrender the Developer Letter of Credit being replaced to the Letter of Credit covers same, any premium on the BondsProvider that issued such Developer Letter of Credit, or Purchase Price of or interest on the Bonds from the (B) if proceeds of a drawing on the Substitute Developer 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 Provider that issued 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 Developer Letter of Credit to the Trustee, as an additional condition to the acceptance of any Substitute Letter of Credit by the Trustee, the Lessee shall furnish to the Lessor, 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 Xxxxx'x of "P-1" or the equivalent 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 Lessor, the 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 4.3 and any other provisions applicable to acceptance of a Substitute Letter of Credit under this Agreement and the IndentureCredit.

Substitute Letter of Credit. The Lessee 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 LessorAuthority. 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 Lessee Borrower shall furnish to the LessorIssuer, the Trustee and the Remarketing Agent: 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; , 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 LessorIssuer, the Lessee 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 ofprincipal, and to the extent the premium, if any (if such Substitute Letter of Credit covers same, any premium on secures the Bondspayment 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 Lessee shall furnish to the Lessor, 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 Xxxxx'x of "P-1" or the equivalent rating 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 LessorAuthority, the Lessee 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 4.3 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 Lessee 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 Lessordelivery 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 Lessee Company shall furnish to the Lessor, the Trustee and the Remarketing Agent: (ia) written evidence that the issuer of such the 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 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 Lessor, the Lessee 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 principal ofor redemption price, and to the extent the premium, if any (if such Substitute Letter of Credit covers same, any premium on secures the Bondspayment 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 Lessee shall furnish to the Lessor, the Trustee Company 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 Xxxxx'x of "P-1" or be required regarding the equivalent rating 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 Lessor, the 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 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 4.3 and any other provisions applicable to acceptance of a Substitute Letter of Credit under this Agreement and the Indenture.