the Term of the transaction plus 120 days is greater than one (1) year,
Customer shall ensure that its obligation to Caledonia is secured
continuously, and accordingly shall provide Caledonia with a replacement
Letter of Credit no later than 120 days prior to the expiration of the
then-effective Letter of Credit.  Caledonia will return the expiring Letter of
Credit to Customer within five (5) days of the date of the Replacement Letter
of Credit becomes effective;
   
(2)     For Customers other than those described in the first sentence of the
previous paragraph, each Letter of Credit shall be in effect for the lesser of
three (3) months or for the Term of the transaction.  If the Term of the
transaction is greater than three (3) months, Customer shall ensure that its
obligation to Caledonia is secured continuously, and accordingly shall provide
Caledonia with a replacement Letter of Credit no later than 120 days prior to
the expiration of the then-effective Letter of Credit.  Caledonia will return
the expiring Letter of Credit to Customer within five (5) days of the date of
the Replacement Letter of Credit becomes effective;
   
(3)     each Letter of Credit shall be in form and substance satisfactory to
Caledonia, and shall provide for partial drawdowns and, without limiting the
generality of the foregoing, shall be (i) issued by a financial institution
acceptable to Caledonia that is rated at least BBB - by Standards and Poor s
Corporation and Baa3 by Moody s Investor Services, Inc.; and (ii) in the case
Rate Schedules AILS and ILS, the amount of such Letter of Credit shall not
exceed the Unsecured Collateral Limit for such financial institution as
determined using the applicable limit associated with the financial
institution s Credit Rating as set forth in Section 24.5 above; and
   
(4)     in addition to all other remedies available to Caledonia at law or in
equity, if Customer fails to provide a replacement Letter of Credit in
accordance with this Section 24.12(a), Caledonia may draw upon the expiring
Letter of Credit to the full amount thereof and apply the funds so drawn in
payment in whole or in part of the obligations of Customer under each or any
of Customer s Service Agreements.