Draft WTC Evidence Retention Directive for Mayor's Staff, Oct 2007

NYC 9/11 Public Portal Document

III.

Credit Facility

(a) During any Daily Rate Period, any Weekly Rate Period and any Commercial Paper Rate Period, the Authority shall provide a Credit Facility which meets the requirements under the headings “Requirements of Credit Facility” and “Substitution of Credit Facility” applicable to the substitution of a Credit Facility. The Authority shall also provide a Credit Facility meeting such requirements during any Flexible Rate Period if solely as a result of the failure to provide such a Credit Facility, the long-term ratings on all or a portion of the 2008 Series BB Bonds would be reduced by any Rating Agency.

For each Subseries of 2008 Series BB Bonds, the minimum amount of moneys available to be obtained under a Credit Facility on any date shall be the sum of (i) the principal amount of 2008 Series BB Bonds of such Subseries Outstanding on such date (other than Purchased Bonds or such 2008 Series BB Bonds held by or for the account of the Authority), plus (ii) an amount with respect to interest on such 2008 Series BB Bonds equal to interest accruing for such period and at such rate of interest as in the determination of an Authorized Representative of the Authority is necessary in order to maintain the ratings on such 2008 Series BB Bonds from Moody’s, Fitch and S&P. The Authority shall deliver to the Trustee a certificate setting forth (i) the required amount of the Credit Facility and the calculation of the components thereof with respect to the payment of principal of and interest on the applicable Subseries of the 2008 Series BB Bonds and (ii) the interest rate and number of days of interest accruing used to calculate the interest component of the Credit Facility.

(b) The Tender Agent shall take such actions as may be required by a Credit Facility in accordance with its terms to obtain moneys at the times specified in under the heading “Remarketing of the 2008 Series BB Bonds”, in the amount necessary, determined in accordance with the provisions under the heading “Remarketing of the 2008 Series BB Bonds”, to pay the Purchase Price of tendered 2008 Series BB Bonds (other than Purchased Bonds) payable on the purchase date for such 2008 Series BB Bonds. Moneys obtained under a Credit Facility shall be used by the Tender Agent to pay, on the date due and payable, the Purchase Price of the applicable Outstanding 2008 Series BB Bonds (other than Purchased Bonds) with respect to which such moneys were obtained.

Notwithstanding anything herein to the contrary, moneys obtained under the Credit Facility shall not be deemed the property of the Authority and shall be applied solely in accordance with the terms hereof. Moneys obtained under a Credit Facility shall be held uninvested by the Tender Agent in the Purchase Account of the 2008 Series BB Bonds Purchase and Remarketing Fund, and shall be irrevocably pledged to the Holders of the applicable Subseries of the 2008 Series BB Bonds and applied to the payment of the Purchase Price of such 2008 Series BB Bonds tendered or deemed to have been tendered for purchase in accordance herewith. In no event will moneys obtained under a Credit Facility be applied to the payment of regularly scheduled principal and interest payments on the 2008 Series BB Bonds.

2008 Series BB Bonds (or portions thereof in Authorized Denominations), any portion of the principal of which shall have been paid with moneys obtained under a Credit Facility, shall remain Outstanding and be Purchased Bonds and shall be registered for transfer to the Facility Provider or its designee, at the direction of the Facility Provider, and upon such registration of transfer, the 2008 Series BB Bonds issued in respect thereof shall be (a) delivered to and held by the Trustee on behalf of a Facility Provider or (b) if requested by a Facility Provider, delivered to and held by a Facility Provider, or a designee thereof, as owner.

None of the Trustee, the Tender Agent or the Paying Agent, if any, shall have any lien on the moneys obtained under a Credit Facility or the proceeds of the remarketing of tendered 2008 Series BB Bonds in respect of its compensation or other amounts owing to it. Neither the Tender Agent nor the Trustee shall

OHS East: 160308250.3 43065-1 B-24

NYC-WTC_000153910