Common use of Credit Facility Clause in Contracts

Credit Facility. (a) The Company may at any time provide for a Change of Credit Facility, provided that the Company delivers to the Trustee and the Remarketing Agent, not less than five Business Days prior to the date on which the Trustee must notify the Owners of a Change of Credit Facility pursuant to Section 2.11 of the Indenture and prior to the effective date of any such Change of Credit Facility, the following: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give notice pursuant to Section 2.11 (a) of the Indenture; (2) an opinion of Bond Counsel stating, in effect, that such Change of Credit Facility (A) is authorized under this Agreement, and (B) will not cause the interest on the Bonds to become includible in the gross income of the Owners thereof for federal income tax purposes; (3) a certificate of an Authorized Company Representative as to whether the Bonds are then rated by either ▇▇▇▇▇'▇ or S&P, or both; and (4) written evidence from ▇▇▇▇▇'▇, if the Bonds are then rated by ▇▇▇▇▇'▇, and from S&P, if the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that such Change of Credit Facility will not, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of the Bonds. (b) In lieu of satisfying the requirements of subsection (a) above, the Company may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers to the Trustee and the Remarketing Agent not less than 30 days before the effective date of the Change of Credit Facility: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.11 of the Indenture that the Bonds are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(b)(ii) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of the Credit Facility; and (2) on or before the effective date of the Change of Credit Facility, the Company shall furnish to the Trustee an opinion of Bond Counsel satisfying the requirement of clause (2) of subsection (a) above. (c) The Company may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section. (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof.

Credit Facility. (a) The Company may at any time provide for a Change of Credit Facility, provided that Issuer and the Company delivers agree to be bound by the Trustee and the Remarketing Agent, not less than five Business Days prior to the date on which the Trustee must notify the Owners of a Change of Credit Facility pursuant to Section 2.11 provisions of the Indenture and prior pertaining to the effective date of any such Change of Credit Facility, the following: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give notice pursuant to Section 2.11 (a) of the Indenture; (2) an opinion of Bond Counsel stating, in effect, that such Change of Credit Facility (A) is authorized under this Agreement, and (B) will not cause the interest on the Bonds to become includible in the gross income of the Owners thereof for federal income tax purposes; (3) a certificate of an Authorized Company Representative as to whether the Bonds are then rated by either ▇▇▇▇▇'▇ or S&P, or both; and (4) written evidence from ▇▇▇▇▇'▇, if the Bonds are then rated by ▇▇▇▇▇'▇, and from S&P, if the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that such Change of Credit Facility will not, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of the Bonds. (b) In lieu of satisfying the requirements of subsection (a) above, the The Company may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers to the Trustee and the Remarketing Agent not less than 30 days before the effective date of the Change of Credit Facility: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.11 2.17 of the Indenture that the Bonds are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(b)(ii3.02(b) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of the Credit Facility; and (2) on or before the effective date of the Change of Credit Facility, the Company shall furnish to the Trustee an opinion a Favorable Opinion of Bond Counsel satisfying the requirement with respect to such Change of clause (2) Credit Facility and stating, in effect, that such Change of subsection (a) aboveCredit Facility is authorized under this Agreement. (c) The Company may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section, including, but not limited to, the delivery to the Trustee of new First Mortgage Bonds in substitution for First Mortgage Bonds then held by the Trustee, identical in all respects to any First Mortgage Bonds then held by the Trustee except for a subsequent stated maturity date. (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof.

Credit Facility. (a) The Company may at any time provide for a Change of Credit Facility, provided that the Company delivers to the Trustee Trustee, any Auction Agent and the any Remarketing Agent, not less than five Business Days prior to the date on which the Trustee must notify the Owners of a Change of Credit Facility pursuant to Section 2.11 2.18 of the Indenture and prior to the effective date of any such Change of Credit Facility, the following: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give notice pursuant to Section 2.11 (a2.18(a) of the Indenture; (2) an opinion a Favorable Opinion of Bond Counsel with respect to such Change of Credit Facility and stating, in effect, that such Change change of Credit Facility (A) is authorized under this Agreement, and (B) will not cause the interest on the Bonds to become includible in the gross income of the Owners thereof for federal income tax purposes; (3) a certificate of an Authorized Company Representative as to whether the Bonds are then rated by either ▇▇▇▇▇'▇ Moody's or S&P, or both; and (4) written evidence from ▇▇▇▇▇'▇Moody's, if the Bonds are then rated by ▇▇▇▇▇'▇Moody's, and from S&P, if the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that such Change of Credit Facility will not, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of the Bonds. (b) In lieu of satisfying the requirements of subsection (a) above, the Company may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers to the Trustee Trustee, any Auction Agent and the any Remarketing Agent not less than 30 days before the effective date of the Change of Credit Facility: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.11 2.18 of the Indenture that the Bonds are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(b)(ii3.02(b) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of the Credit Facility; and (2) on or before the effective date of the Change of Credit Facility, the Company shall furnish to the Trustee an opinion of Bond Counsel satisfying the requirement requirements of clause (2) of subsection (aSection 4.07(a)(2) above. (c) The Company may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section. (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof.

Credit Facility. (a) The Company may at any time provide for a Change of Credit Facility, provided that the Company delivers to the Trustee Trustee, any Auction Agent and the any Remarketing Agent, not less than five Business Days prior to the date on which the Trustee must notify the Owners of a Change of Credit Facility pursuant to Section 2.11 2.18 of the Indenture and prior to the effective date of any such Change of Credit Facility, the following: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give notice pursuant to Section 2.11 (a2.18(a) of the Indenture; (2) an opinion a Favorable Opinion of Bond Counsel with respect to such Change of Credit Facility and stating, in effect, that such Change change of Credit Facility (A) is authorized under this Agreement, and (B) will not cause the interest on the Bonds to become includible in the gross income of the Owners thereof for federal income tax purposes; (3) a certificate of an Authorized Company Representative as to whether the Bonds are then rated by either ▇▇▇▇▇'▇ Moody's or S&P, or both; and (4) written evidence from ▇▇▇▇▇'▇Moody's, if the Bonds are then rated by ▇▇▇▇▇'▇Moody's, and from S&P, if the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that such Change of Credit Facility will not, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of the Bonds. (b) In lieu of satisfying the requirements of subsection (a) above, the Company may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers to the Trustee Trustee, any Auction Agent and the any Remarketing Agent not less than 30 days before the effective date of the Change of Credit Facility: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.11 2.18 of the Indenture that the Bonds are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(b)(ii3.02(b) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of the Credit Facility; andand Series 1999A Restated Loan Agreement (2) on or before the effective date of the Change of Credit Facility, the Company shall furnish to the Trustee an opinion of Bond Counsel satisfying the requirement requirements of clause (2) of subsection (aSection 4.07(a)(2) above. (c) The Company may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section. (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof.

Credit Facility. (a) The Company may at any time provide for a Change of Credit Facility, provided that the Company delivers to the Trustee and the Remarketing Agent, : (1) not less than five Business Days prior to the date on which the Trustee must notify the Owners of a Change of Credit Facility pursuant to clause (i) or clause (ii), as applicable, of Section 2.11 2.11(a) of the Indenture and prior to the effective date of any such Change of Credit FacilityIndenture, the following: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give such notice to the Owners; provided, however, that if notice to the Owners is not required pursuant to Section 2.11 (a2.11(a)(iii) of the Indenture;, prior to the effective date of such Change of Credit Facility, the Company shall deliver to the Trustee a notice of the Change of Credit Facility; and (2) on or prior to the effective date of any such Change of Credit Facility, the following: Forsyth 1998A-Supplemental Loan Agreement (A) an opinion of Bond Counsel stating, in effect, that such Change of Credit Facility (Ai) is authorized under this Agreement, and (Bii) will not cause the interest on the Bonds to become includible in the gross income of the Owners thereof for federal income tax purposes; (3B) a certificate of an Authorized Company Representative as to whether the Bonds are then rated by either ▇▇▇▇▇'▇ or S&P, or both; and (4C) written evidence from ▇▇▇▇▇'▇, if the Bonds are then rated by ▇▇▇▇▇'▇, and from S&P, if the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that such Change of Credit Facility will not, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of the Bonds; and, provided, further, that if the Change of Credit Facility consists of the replacement of First Mortgage Bonds with a separate Credit Facility, then (x) such Credit Facility shall consist of a bond insurance policy or policies, (y) following such Change of Credit Facility, the Bonds will be rated AAA (or its equivalent) by either ▇▇▇▇▇'▇ or S&P and (z) the Company shall not be required to deliver to the Trustee and the Remarketing Agent the certificate of an Authorized Company Representative or the written evidence from the rating agency or rating agencies then rating the Bonds, required by clause (2)(B) and clause (2)(C), respectively, above. (b) In lieu of satisfying the requirements of subsection (a) above, the Company may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers to the Trustee and the Remarketing Agent not less than 30 days before the effective date of the Change of Credit Facility: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.11 2.11(b) of the Indenture that the Bonds are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(b)(ii) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of the Credit Facility; and (2) on or before the effective date of the Change of Credit Facility, the Company shall furnish to the Trustee an opinion of Bond Counsel satisfying the requirement of clause (2) of subsection (a) above. (c) The Company may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section.. Forsyth 1998A-Supplemental Loan Agreement (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof. (f) Article IV of the Original Loan Agreement is hereby amended by adding Section 4.09 to read in its entirety as follows:

Credit Facility. (a) Initially, there shall be no Credit Facility. The Company Company, after receiving the written consent of the Municipal Bond Insurer (unless a Municipal Bond Insurer Default shall have occurred and be continuing), may at any time provide for a Change of Credit Facility, provided that the Company delivers to the Trustee Trustee, the Auction Agent, the Municipal Bond Insurer and the Remarketing Agent, not less than five Business Days prior to the date on which the Trustee must notify the Owners of a Change of Credit Facility pursuant to Section 2.11 2.18 of the Indenture and prior to the effective date of any such Change of Credit Facility, the following: (1) a notice which (A) states the effective date of the delivery of the Credit Facility or the date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give notice pursuant to Section 2.11 (a2.18(a) of the Indenture; (2) an opinion a Favorable Opinion of Bond Counsel with respect to such Change of Credit Facility and stating, in effect, that such Change of Credit Facility (A) is authorized under this Agreement, and (B) will not cause the interest on the Bonds to become includible in the gross income of the Owners thereof for federal income tax purposes; (3) a certificate of an Authorized Company Representative as to whether the Bonds are then rated by either ▇▇▇▇▇'▇ Moody's or S&P, or both; and (4) written evidence from ▇▇▇▇▇'▇Moody's, if the Bonds are then rated by ▇▇▇▇▇'▇Moody's, and from S&P, if the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that such Change of Credit Facility will not, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of the Bonds. (b) In lieu of satisfying the requirements of subsection (a) above, the Company Company, after receiving the written consent of the Municipal Bond Insurer (unless a Municipal Bond Insurer Default shall have occurred and be continuing), may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers to the Trustee Trustee, the Municipal Bond Insurer, the Auction Agent and the Remarketing Agent not less than 30 days before the effective date of the Change of Credit Facility: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.11 2.18(b) of the Indenture that the Bonds are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(b)(ii3.02(a)(iii) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of the Credit Facility; and (2) on or before the effective date of the Change of Credit Facility, the Company shall furnish to the Trustee an opinion a Favorable Opinion of Bond Counsel satisfying the requirement requirements of clause (2) of subsection (aSection 4.11(a)(2) above. (c) The Company Company, after receiving the written consent of the Municipal Bond Insurer (unless a Municipal Bond Insurer Default shall have occurred and be continuing), may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section. (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof. ARTICLE V RESERVED

Credit Facility. (a) The Company may at any time provide for No Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds shall be executed and delivered unless there is delivered a Change of Credit Facility, provided that the Company delivers Facility to the Trustee complying with the provisions of this Indenture. No Credit Facility shall be delivered to or accepted by the Trustee until all Initial Bonds have been repurchased from proceeds of a remarketing or redeemed, or defeased to a date, on or before the next Initial Bonds Remarketing Date. (b) The Trustee shall (unless otherwise directed by Credit Enhancer) direct the Tender Agent to release and return the Credit Facility to the Credit Enhancer: (1) when there are no Outstanding Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds, or the Indenture has been released in accordance with the provisions of Article X hereof; (2) when the Credit Facility has expired or been terminated in accordance with its terms; (3) when a successor Trustee has been appointed and qualified pursuant to Article VIII hereof, and a new Credit Facility has been issued to a successor Trustee; (4) when the maximum aggregate credit available under the Credit Facility is reduced pursuant to the terms thereof and the Remarketing AgentCredit Enhancer has issued a new Credit Facility to the Trustee in the stated amount of the maximum aggregate credit available as so reduced but otherwise identical to the Credit Facility to be released; (5) when there is in effect an alternate Credit Facility satisfactory to the Trustee in accordance with Section 2.22; or (6) on the Conversion Date when all of the Bonds are converted to Fixed Rate Bonds; provided, however, that in the case of the conditions specified in clauses (4) and (5) above, that the District shall have provided to the Trustee on the proposed date of release an Officer’s Certificate to the effect that all obligations owing to the Credit Enhancer arising out of or relating to the Credit Facility have been paid or provided for to the satisfaction of the Credit Enhancer; provided further, that in the case of the conditions specified in clauses (4) and (5) above, that, if the Credit Enhancer and the Liquidity Bank are the same Person, no release of the Credit Facility shall be effected by the Trustee unless at the same time the Liquidity Facility shall be released to such Person, except with the written consent of such Person, and further provided that if the Bonds are not less remarketed, on that day, payment of the Purchase Price of the Bonds has been made through a drawing on the Liquidity Facility. A Credit Facility may be extended from time to time pursuant to the terms thereof without the need for any notice to the Bondholders. (c) Other than five in the case of termination of the Credit Facility as a result of an Event of Default under Section 7.01(5), at least 10 Business Days prior to the date on which Credit Facility Termination Date, the Trustee must notify the Owners shall send notice by facsimile, first-class mail or overnight delivery, to each Holder of a Change of Daily Rate Bond, a Commercial Paper Rate Bond or a Weekly Rate Bond stating the Credit Facility pursuant Termination Date and that after such date the Credit Enhancer shall not be obligated to Section 2.11 of pay the Indenture and prior to the effective date of any such Change of Credit Facility, the following: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give notice pursuant to Section 2.11 (a) of the Indenture; (2) an opinion of Bond Counsel stating, in effect, that such Change of Credit Facility (A) is authorized under this Agreement, and (B) will not cause the principal or interest on the Daily Rate Bonds, Commercial Paper Rate Bonds to become includible in or Weekly Rate Bonds and that all Registered Holders which have not tendered their Bonds for purchase before the gross income of the Owners thereof for federal income tax purposes; (3) a certificate of an Authorized Company Representative as to whether the Bonds are then rated by either ▇▇▇▇▇'▇ or S&P, or both; and (4) written evidence from ▇▇▇▇▇'▇, if the Bonds are then rated by ▇▇▇▇▇'▇, and from S&P, if the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that Termination Date will be deemed to have tendered such Change of Credit Facility will notDaily Rate Bonds, by itself, result in a reduction, suspension Commercial Paper Rate Bonds or withdrawal of its rating or ratings of the BondsWeekly Rate Bonds for purchase on such date. (b) In lieu of satisfying the requirements of subsection (a) above, the Company may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers to the Trustee and the Remarketing Agent not less than 30 days before the effective date of the Change of Credit Facility: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.11 of the Indenture that the Bonds are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(b)(ii) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of the Credit Facility; and (2) on or before the effective date of the Change of Credit Facility, the Company shall furnish to the Trustee an opinion of Bond Counsel satisfying the requirement of clause (2) of subsection (a) above. (c) The Company may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section. (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof.

Credit Facility. (a) On the Issue Date, there was no Credit Facility. The Company may at any time provide for a Change of Credit Facility, provided that the Company delivers to the Trustee Trustee, the Auction Agent and the Remarketing Agent, not less than five Business Days prior to the date on which the Trustee must notify the Owners of the applicable series of the Bonds of a Change of Credit Facility pursuant to Section 2.11 2.18 of the Indenture and prior to the effective date of any such Change of Credit Facility, the following: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give notice pursuant to Section 2.11 (a2.18(a) of the Indenture; (2) an opinion a Favorable Opinion of Bond Counsel with respect to such Change of Credit Facility and stating, in effect, that such Change change of Credit Facility (A) is authorized under this Agreement, and (B) will not cause the interest on the Bonds to become includible in the gross income of the Owners thereof for federal income tax purposes; (3) a certificate of an Authorized Company Representative as to whether the applicable series of Bonds are then rated by either ▇▇▇▇▇'▇ Moody's or S&P, or both; and (4) written evidence from ▇▇▇▇▇'▇Moody's, if the such Bonds are then rated by ▇▇▇▇▇'▇Moody's, and from S&P, if the such Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that such Change of Credit Facility will not, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of the such Bonds. (b) In lieu of satisfying the requirements of subsection (a) above, the Company may provide for a Change of Credit Facility at any time that the applicable series of Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers to the Trustee Trustee, the Auction Agent and the Remarketing Agent not less than 30 days before the effective date of the Change of Credit Facility: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.11 2.18 of the Indenture that the Bonds of the applicable series are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(b)(ii3.02(a)(iii) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of the Credit Facility; and (2) on or before the effective date of the Change of Credit Facility, the Company shall furnish to the Trustee an opinion a Favorable Opinion of Bond Counsel satisfying the requirement requirements of clause (2) of subsection (aSection 4.07(a)(2) above. (c) The Company may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section. (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof." (c) Section 4.09, Section 4.10 and Section 4.11 are hereby added to the end of Article IV of the Original Agreement to read as follows:

Credit Facility. (a) The Company may at any time provide for a Change of Credit Facility, provided that the Company delivers to the Trustee and the Remarketing Agent, : (1) not less than five Business Days prior to the date on which the Trustee must notify the Owners of a Change of Credit Facility pursuant to clause (i) or clause (ii), as applicable, of Section 2.11 2.11(a) of the Indenture and prior to the effective date of any such Change of Credit FacilityIndenture, the following: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give such notice to the Owners; provided, however, that if notice to the Owners is not required pursuant to Section 2.11 (a2.11(a)(iii) of the Indenture;, prior to the effective date of such Change of Credit Facility, the Company shall deliver to the Trustee a notice of the Change of Credit Facility; and (2) on or prior to the effective date of any such Change of Credit Facility, the following: (A) an opinion of Bond Counsel stating, in effect, that such Change of Credit Facility (Ai) is authorized under this Agreement, and (Bii) will not cause the interest on the Bonds to become includible in the gross income of the Owners thereof for federal income tax purposes; (3B) a certificate of an Authorized Company Representative as to whether the Bonds are then rated by either ▇▇▇▇▇'▇ Moody's or S&P, or both; and (4C) written evidence from ▇▇▇▇▇'▇Moody's, if the Bonds are then rated by ▇▇▇▇▇'▇Moody's, and from S&P, if the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that such Change of Credit Facility will not, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of the Bonds; and, provided, further, that if the Change of Credit Facility consists of the replacement of First Mortgage Bonds with a separate Credit Facility, then (x) such Credit Facility shall consist of a bond insurance policy or policies, (y) following such Change of Credit Facility, the Bonds will be rated AAA (or its equivalent) by either Moody's or S&P and (z) the Company shall not be required to deliver to the Trustee and the Remarketing Agent the certificate of an Authorized Company Representative or the written evidence from the rating agency or rating agencies then rating the Bonds, required by clause (2)(B) and clause (2)(C), respectively, above. (b) In lieu of satisfying the requirements of subsection (a) above, the Company may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture, provided that the Company delivers to the Trustee and the Remarketing Agent not less than 30 days before the effective date of the Change of Credit Facility: (1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.11 2.11(b) of the Indenture that the Bonds are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(b)(ii) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of the Credit Facility; and (2) on or before the effective date of the Change of Credit Facility, the Company shall furnish to the Trustee an opinion of Bond Counsel satisfying the requirement of clause (2) of subsection (a) above. (c) The Company may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section. (d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof. (f) Article IV of the Original Loan Agreement is hereby amended by adding Section 4.09 to read in its entirety as follows: