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Official Statement Airport Commission City and County of San ...

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terminate the applicable Credit Facility or Liquidity Facility. Such Series <strong>of</strong> 2010A Bonds subject to m<strong>and</strong>atory<br />

tender for purchase (excluding any Credit Provider or Liquidity Provider Bonds) will be purchased on the<br />

M<strong>and</strong>atory Purchase Date specified by the Credit Provider or Liquidity Provider in such written notice (or if such<br />

date is not a Business Day, the next succeeding Business Day). Such M<strong>and</strong>atory Purchase Date will be not more<br />

than ten nor less than five days after the date such notice is given <strong>and</strong> will be on or prior to the Expiration Tender<br />

Date. The Paying Agent is required to give notice by mail to all Owners <strong>and</strong> the Notice Parties prior to the close <strong>of</strong><br />

business on the Business Day after receipt by the Trustee <strong>of</strong> such notice from the Credit Provider or Liquidity<br />

Provider.<br />

M<strong>and</strong>atory Purchase Due to Failure to Extend the Applicable Credit Facility or Liquidity Facility. If by the<br />

Renewal Date: (i) an extension <strong>of</strong> the applicable Credit Facility or Liquidity Facility, if any, has not been obtained or<br />

an Alternate Credit Facility or Alternate Liquidity Facility, as the case may be, has not been delivered to the Trustee,<br />

<strong>and</strong> (ii) the <strong>Commission</strong> has not delivered a Mode Change Notice with respect to a change to a Mode for which a<br />

Credit Facility or Liquidity Facility is not required, then such Series <strong>of</strong> 2010A Bonds payable from <strong>and</strong>/or secured<br />

by such Credit Facility or Liquidity Facility (not including Credit Provider Bonds <strong>and</strong> Liquidity Provider Bonds) are<br />

subject to m<strong>and</strong>atory tender for purchase on the applicable Expiration Tender Date. The Trustee is required to give<br />

notice by mail to all Owners <strong>of</strong> such Series <strong>of</strong> 2010A Bonds secured by such Credit Facility or Liquidity Facility<br />

prior to the close <strong>of</strong> business on the third Business Day after the Renewal Date.<br />

Notice <strong>of</strong> M<strong>and</strong>atory Tender for Purchase. The notice <strong>of</strong> m<strong>and</strong>atory tender for purchase shall state, among<br />

other things: (i) the M<strong>and</strong>atory Purchase Date; (ii) the Purchase Price; (iii) that interest on such 2010A Bonds<br />

subject to m<strong>and</strong>atory tender for purchase will cease to accrue from <strong>and</strong> after the M<strong>and</strong>atory Purchase Date <strong>and</strong> such<br />

Owner will be entitled only to the Purchase Price on the M<strong>and</strong>atory Purchase Date; <strong>and</strong> (iv) to the extent applicable,<br />

that the applicable Credit Facility or Liquidity Facility will terminate on the date specified in such notice. The<br />

Trustee is required to give the required notice to the Owners by Electronic Means if an Owner so requests in writing<br />

<strong>and</strong> the Trustee receives such request no later than five Business Days before the Trustee is required to give such<br />

notice. The failure to send such notice with respect to any 2010A Bonds as provided in the 1991 Master Resolution<br />

will not affect the validity <strong>of</strong> the m<strong>and</strong>atory purchase <strong>of</strong> any other <strong>of</strong> the 2010A Bonds with respect to which notice<br />

was so sent. Any notice sent as provided in the 1991 Master Resolution will be conclusively presumed to have been<br />

given, whether or not actually received by any Owner. Such 2010A Bonds to be purchased shall be delivered by the<br />

Owners (with all necessary endorsements) to the <strong>of</strong>fice <strong>of</strong> the Paying Agent in New York, New York, at or before<br />

12:00 noon on the M<strong>and</strong>atory Purchase Date <strong>and</strong> payment <strong>of</strong> the Purchase Price will be made by wire transfer in<br />

immediately available funds by the close <strong>of</strong> business on the M<strong>and</strong>atory Purchase Date.<br />

Notice <strong>of</strong> Substitution <strong>of</strong> the Applicable Credit Facility or Liquidity Facility without M<strong>and</strong>atory Purchase.<br />

If at any time there shall have been delivered to the Trustee (i) an Alternate Credit Facility or Alternate Liquidity<br />

Facility in substitution for the applicable Credit Facility or Liquidity Facility then in effect, (ii) a Favorable Opinion<br />

<strong>of</strong> Bond Counsel, (iii) a Rating Confirmation Notice from the Rating Agencies then rating the Series <strong>of</strong> 2010A<br />

Bonds indicating that the substitution <strong>of</strong> the Alternate Credit Facility or Alternate Liquidity Facility will not result in<br />

a lowering <strong>of</strong> the ratings on such Series <strong>of</strong> 2010A Bonds as a result <strong>of</strong> its substitution for the current Credit Facility<br />

or Liquidity Facility, <strong>and</strong> (iv) written evidence satisfactory to the Credit Provider or Liquidity Provider <strong>of</strong> the<br />

provision for purchase from the applicable Credit Provider or Liquidity Provider <strong>of</strong> all Credit Provider Bonds or<br />

Liquidity Provider Bonds <strong>and</strong> payment <strong>of</strong> all amounts due it under the applicable Credit Facility Agreement or<br />

Liquidity Facility Agreement, then the Trustee will accept such Alternate Credit Facility or Alternate Liquidity<br />

Facility on the Substitution Date <strong>and</strong> will surrender the Credit Facility or Liquidity Facility then in effect to the<br />

Credit Provider or Liquidity Provider on the Substitution Date. The Trustee will give notice <strong>of</strong> such proposed<br />

substitution by mail to the Owners <strong>of</strong> such Series <strong>of</strong> 2010A Bonds no less than 30 days prior to the proposed<br />

Substitution Date.<br />

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