Common use of Term Rate Clause in Contracts

Term Rate. Subject to the terms and conditions of the Indenture, at the request of the Lessee a fixed rate shall be established with respect to any Bond for the period specified by the Lessee in such request. Each period during which a Term Rate is in effect is herein called a “Term Rate Period.” The first day of any such Term Rate Period is herein called a “Conversion Date.” The Term Rate shall be a fixed rate per annum determined by the Remarketing Agent as provided below. The Term Rate shall be applicable during the entire Term Rate Period; provided, however, that if a Term Rate is in effect when a Bond is to be purchased pursuant to the Mandatory Tender provisions relating to notice of an event of default under the Credit Agreement, the related Term Rate Period with respect to such Bond shall end on such Mandatory Tender Date. After receipt of notice from the Lessee that a Term Rate is to be established with respect to any Bond, but not less than 3 days prior to the proposed Conversion Date, the Remarketing Agent shall determine the interest rate for the Term Rate Period (herein called the “Term Rate”), which shall be the lowest interest rate that would, in the opinion of the Remarketing Agent, result in the market value of such Bond being 100% of the principal amount thereof on the date of such determination, taking into account relevant market conditions and credit rating factors as they exist on such date, and assuming that the Term Rate Period began on such date; provided, however, that the Term Rate may not exceed the Cap Rate. Notwithstanding the foregoing, a Term Rate shall not be established if

Term Rate. (a) Subject to the terms and conditions of the Indenturethis Section, at the request of the Lessee a fixed rate shall be established with respect to any Bond for the period specified by the Lessee in such request. Each period during which a Term Rate is in effect is herein called a “Term Rate Period.” The first day of any such Term Rate Period is herein called a “Conversion Date.” ” (b) The Term Rate shall be a fixed rate per annum which shall be determined by the Remarketing Agent as provided belowbelow in this Section. The Term Rate shall be applicable during the entire Term Rate Period; provided, however, that if a Term Rate is in effect when a Bond is to be purchased pursuant to the Mandatory Tender provisions of Section 4.05(a)(3) (relating to notice of an event of default under the Credit Agreement), the related Term Rate Period with respect to such Bond shall end on such Mandatory Tender Date. (c) The establishment of a Term Rate with respect to any Bond shall be subject to the following terms and conditions: (1) The request to establish a Term Rate must be received by the Trustee not less than 30 days prior to the proposed Conversion Date and (except for a request to establish a Term Rate for all Bonds) must specify the principal amount and certificate number of the Bond for which a Term Rate is to be established. (2) A Term Rate may be established for less than the entire principal amount of a Bond if both the principal amount of such Bond for which a Term Rate is to be established and the remaining portion of such Bond will be in Authorized Denominations. The Lessee or the Remarketing Agent shall take or cause to be taken whatever steps are necessary to establish separate CUSIP numbers for the Bonds bearing interest at different Term Rates as described in the prior sentence, and shall provide such CUSIP numbers to the Trustee no later than five (5) Business Days prior to the Conversion Date. (3) If such request is made during a Term Rate Period with respect to such Bond, the specified Conversion Date may not be sooner than the first day immediately following the Term Rate Period then in effect. (4) The specified Conversion Date must be a Business Day. If the Conversion Date specified by the Lessee is not in fact a Business Day, then the Conversion Date shall be deemed to be the next succeeding Business Day. (5) The Term Rate Period (other than a Term Rate Period extending to the final Maturity) must end on a Business Day. If the final day of the Term Rate Period specified by the Lessee is not in fact a Business Day, then such Term Rate Period shall be deemed to extend to the next day that is a Business Day. (6) If the Letter of Credit is to be effective during the Term Rate Period, the length of the Term Rate Period shall be limited as follows: (A) if the Term Rate Period is to be equal to or less than 6 months, the number of days in the Term Rate Period must be at least 20 days less than the number of days of interest coverage provided by the Letter of Credit; (B) the Term Rate Period may not be longer than 6 months unless the Letter of Credit provides for payment of interest for not less than 200 days (computed on the basis of a 360-day year); and (C) the Term Rate Period must end at least 15 days prior to the Stated Expiration Date of the Letter of Credit. (7) A Term Rate Period may not be specified unless the Letter of Credit (if any) to be effective during such Term Rate Period provides for payment of the maximum redemption premium on the Bonds that could be payable during such Term Rate Period. (8) The Term Rate Period may not be less than 15 days. (9) A Favorable Tax Opinion must be delivered to the Trustee on the day immediately preceding the Conversion Date, if the proposed duration of the Term Rate Period is more than one (1) year and the current interest rate period is a Variable Rate Period or a Term Rate Period of a duration of one (1) year or less or if the proposed duration of the Term Rate Period is one (1) year or less and the current interest rate period is a Variable Rate Period or a Term Rate Period of a duration of more than one (1) year. The Trustee shall deliver a copy of any request for establishment of a Term Rate to the Issuer, the Remarketing Agent, the Tender Agent and the Bank within two (2) Business Days of its receipt of such notice. (d) After receipt of notice from the Lessee that a Term Rate is to be established with respect to any Bond, but not less than 3 days prior to the proposed Conversion Date, the Remarketing Agent shall determine the interest rate for the Term Rate Period (herein called the “Term Rate”), which shall be the lowest interest rate that would, in the opinion of the Remarketing Agent, result in the market value of such Bond being 100% of the principal amount thereof on the date of such determination, taking into account relevant market conditions and credit rating factors as they exist on such date, and assuming that the Term Rate Period began on such date; provided, however, that the Term Rate may not exceed the Cap Rate. The Remarketing Agent shall give telephonic notice to the Trustee of the Term Rate so determined, and shall promptly confirm such notice in writing. Upon the request of the Issuer, the Lessee or any Bondholder, the Trustee shall confirm (by telephone and in writing, if so requested) the Term Rate so determined. (e) Notwithstanding the foregoing, a Term Rate shall not be established if (1) The Lessee delivers to the Trustee notice of revocation of its election to establish the Term Rate before 10:00 a.m. (central time) on the Business Day immediately preceding the proposed Conversion Date or (2) prior to 10:00 a.m. (central time) on the proposed Conversion Date the Trustee does not receive the Substitute Letter of Credit (if any) that was to be effective on such Conversion Date. If all conditions to the establishment of a Term Rate are not satisfied, the Bond shall continue (or, if a Term Rate Period ended on the preceding day, shall begin) to bear interest at the Variable Rate from the proposed Conversion Date. Notwithstanding the failure to establish a Term Rate, if a notice of Mandatory Tender has been given by the Trustee with respect to any Bond in connection with a proposed conversion to a Term Rate, such Bond shall be subject to a Mandatory Tender on the proposed Conversion Date. (f) The Term Rate determined by the Remarketing Agent shall be conclusive and binding on the Issuer, the Lessee, the Trustee and the Bondholders.