Appointment of Remarketing Agent; Responsibilities of Remarketing Agent. (a) Subject to the terms and conditions herein contained and pursuant to Section 15.01 of the Indenture, the Issuer has appointed and the User hereby appoints Merchant Capital, L.L.C., and Merchant Capital, L.L.C. hereby accepts such appointment, as exclusive remarketing agent (the “Remarketing Agent”) in performing the respective functions of determining the Variable Rate and the Fixed Rate from time to time and the remarketing of the Bonds from time to time in the secondary market subsequent to the initial offering, issuance and sale of the Bonds, all as more fully provided herein. (b) The Remarketing Agent, as the agent of the Issuer, agrees to determine the Variable Rate for each interest period during the Variable Rate Period, and the Fixed Rate for each Fixed Rate Period, all pursuant to and in accordance with Sections 4.02 and 4.03 of the Indenture. (c) During the Variable Rate Period, the Remarketing Agent, as agent for the User, shall, so long as no Event of Default under the Indenture has occurred and is continuing, pursuant to the terms and provisions of the Indenture and upon receipt of telegraphic or telephonic notice from the Trustee (such notice to be promptly confirmed in writing) specifying the principal amount of Bonds which have been tendered for purchase pursuant to Section 4.04 of the Indenture and the Optional Tender Date, use its best efforts to remarket all Bonds so tendered for purchase at a price of 100% of the principal amount thereof, plus accrued interest, if any, to such Optional Tender Date; provided that the Remarketing Agent shall not undertake to remarket such Bonds if otherwise directed by the User. (d) Upon receipt of telegraphic or telephonic notice from the Trustee (such notice to be promptly confirmed in writing) specifying the principal amount of Bonds which have been tendered or deemed to be tendered pursuant to Section 4.05 of the Indenture, and so long as no Event of Default under the Indenture has occurred and is continuing, the Remarketing Agent, as agent of the User, agrees to use its best efforts to remarket such Bonds which are tendered or are deemed to be tendered at a price equal to 100% of the principal amount thereof, plus accrued interest, if any, subject to the following conditions: (i) satisfactory compensation and other terms and conditions shall have been agreed upon by the User and the Remarketing Agent; (ii) the Remarketing Agent shall have received all documents, including opinions of counsel, required to be delivered to it under the terms of the Indenture; (iii) the Remarketing Agent shall have received an offering memorandum, or other appropriate disclosure document satisfactory in form and substance to the Remarketing Agent, to be used in connection with its efforts to remarket the Bonds; and (iv) the Remarketing Agent shall have received such additional documents, certificates and legal opinions as it may reasonably request. Further details regarding such remarketing shall be negotiated between the User and the Remarketing Agent prior to the applicable Mandatory Tender Date. (e) To the extent that the Remarketing Agent has not arranged for the secondary sale of Bonds tendered or deemed tendered pursuant to the Indenture, at the written direction of the User and so long as no Event of Default under the Indenture has occurred and is continuing, the Remarketing Agent shall continue to use its best efforts to remarket such Bonds, at a price equal to 100% of the principal amount thereof, plus accrued interest, if any, to the date such Bonds are to be taken up and paid for pursuant to such remarketing. (f) Notwithstanding any of the foregoing, the Remarketing Agent shall not offer for sale or sell Bonds to the Issuer or the User or any guarantor of the User. The User may at any time, upon written direction to the Remarketing Agent, direct the Remarketing Agent to cease or resume the remarketing of some or all of the Bonds. (g) The Remarketing Agent shall make appropriate settlement arrangements for the purchase of Bonds which have been remarketed as hereinabove provided between the purchasers of such remarketed Bonds and the Trustee, and shall direct said purchasers by appropriate instructions to pay all moneys for the purchase price of such remarketed Bonds to the Trustee at the time and as provided in the Indenture.
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Samples: Remarketing Agent Agreement (Accuride Corp), Remarketing Agent Agreement (Transportation Technologies Industries Inc)
Appointment of Remarketing Agent; Responsibilities of Remarketing Agent. (a) Subject The Issuer hereby appoints the Remarketing Agent as its exclusive agent for (i) determining from time to time the interest rates for the Bonds in accordance with the terms of the Supplemental Resolution and (ii) remarketing the Bonds (including Bank Bonds) in accordance with the terms of the Supplemental Resolution and, in reliance upon the representations contained herein and subject to the terms and conditions herein contained and pursuant to Section 15.01 of the Indentureherein, the Issuer has appointed and the User hereby appoints Merchant Capital, L.L.C., and Merchant Capital, L.L.C. Remarketing Agent hereby accepts such appointment, as exclusive remarketing agent (appointment in connection with such fixing of the “Remarketing Agent”) in performing the respective functions of determining the Variable Rate rates and the Fixed Rate from time to time offering and the remarketing sale of the Bonds from time to time in the secondary market subsequent and agrees to the initial offering, issuance and sale perform such duties in accordance with all of the Bonds, all terms and conditions of and as more fully provided herein.in the
(b) The In its capacity as Remarketing Agent, as upon notice of any optional or mandatory tender of Bonds for purchase given in each case to the agent of the Issuer, agrees to determine the Variable Rate for each interest period during the Variable Rate Period, and the Fixed Rate for each Fixed Rate Period, all Remarketing Agent pursuant to and in accordance with Sections 4.02 and 4.03 of the Indenture.
(c) During the Variable Rate PeriodResolution, the Remarketing Agent, as agent for the User, shall, so long as no Event of Default under the Indenture has occurred and is continuing, pursuant to the terms and provisions of the Indenture and upon receipt of telegraphic or telephonic notice from the Trustee (such notice to be promptly confirmed in writing) specifying the principal amount of Bonds which have been tendered for purchase pursuant to Section 4.04 of the Indenture and the Optional Tender Date, Agent shall use its best efforts to remarket all Bonds so tendered for purchase solicit offers to purchase, at a price of not less than 100% of the principal amount thereof, plus accrued interestthe Bonds that are the subject of any such notice and to perform the other obligations of the Remarketing Agent as set forth in the Resolution, if anysubject in all respects to the terms and conditions hereof and of the Resolution.
(c) The Issuer agrees that, unless this Remarketing Agreement has been previously terminated pursuant to such Optional Tender Date; provided that the terms hereof, the Remarketing Agent shall not undertake at all times act as exclusive remarketing agent for the Issuer with respect to remarket such the Bonds if otherwise directed by on the Userterms and conditions herein contained, including any remarketing of the Bonds in connection with, or in anticipation of, the conversion of the Bonds from one Mode to another.
(d) Upon receipt It is understood and agreed that the Remarketing Agent’s responsibilities hereunder will be limited to (i) the setting of telegraphic or telephonic notice from interest rates for the Trustee (such notice to be promptly confirmed Bonds in writing) specifying accordance with the principal amount of Bonds which have been tendered or deemed to be tendered pursuant to Section 4.05 terms of the IndentureResolution, and so long as no Event (ii) the solicitation of Default under the Indenture has occurred and is continuing, offers to purchase tendered Bonds from investors selected by the Remarketing Agent, as agent of (iii) effecting and processing such purchases to the Userextent set forth in the Resolution, agrees to use its best efforts to remarket such Bonds which are tendered or are deemed (iv) performing the duties to be tendered at a price equal to 100% of the principal amount thereof, plus accrued interest, if any, subject to the following conditions:
(i) satisfactory compensation and other terms and conditions shall have been agreed upon performed by the User Remarketing Agent as set forth above and in the Resolution, (v) causing the furnishing, by mail or otherwise, at the Issuer’s expense, of such disclosure materials as the Remarketing Agent deems necessary or appropriate and (vi) performing such other related functions as may be requested by the Issuer and agreed to by the Remarketing Agent;
(ii) the Remarketing Agent shall have received all documents, including opinions of counsel, required to be delivered to it under the terms of the Indenture;
(iii) the Remarketing Agent shall have received an offering memorandum, or other appropriate disclosure document satisfactory in form and substance to the Remarketing Agent, to be used in connection with its efforts to remarket the Bonds; and
(iv) the Remarketing Agent shall have received such additional documents, certificates and legal opinions as it may reasonably request. Further details regarding such remarketing shall be negotiated between the User and the Remarketing Agent prior to the applicable Mandatory Tender Date.
(e) To the extent that The Remarketing Agent agrees that, so long as it is the Remarketing Agent has not arranged for the secondary sale under this Remarketing Agreement, it will take all actions and give all notices required of Bonds tendered or deemed tendered pursuant to the Indenture, at the written direction of the User and so long it as no Event of Default Remarketing Agent under the Indenture has occurred and is continuing, the Remarketing Agent shall continue to use its best efforts to remarket such Bonds, at a price equal to 100% of the principal amount thereof, plus accrued interest, if any, to the date such Bonds are to be taken up and paid for pursuant to such remarketingResolution.
(f) Notwithstanding any of the foregoing, the Remarketing Agent shall not offer for sale or sell Bonds to the Issuer or the User or any guarantor of the User. The User may at any time, upon written direction to the Remarketing Agent, direct the Remarketing Agent to cease or resume the remarketing of some or all of the Bonds.
(g) The Remarketing Agent shall make appropriate settlement arrangements for the purchase of Bonds which have been remarketed as hereinabove provided between the purchasers of such remarketed Bonds and the Trustee, and shall direct said purchasers by appropriate instructions to pay all moneys for the purchase price of such remarketed Bonds to the Trustee at the time and as provided in the Indenture.
Appears in 1 contract
Samples: Remarketing Agreement
Appointment of Remarketing Agent; Responsibilities of Remarketing Agent. (a) Subject to the terms and conditions herein contained and pursuant to Section 15.01 of the Indenturecontained, the Issuer has appointed Borrower and the User hereby appoints Merchant Capital, L.L.C.Authority have appointed the Remarketing Agent, and Merchant Capital, L.L.C. the Remarketing Agent hereby accepts such appointment, as exclusive remarketing agent (in connection with the “Remarketing Agent”) in performing the respective functions of determining the Variable Rate offering and the Fixed Rate from time to time and the remarketing sale of the Bonds from time to time in the secondary market subsequent to the initial offering, issuance and sale of the Bonds. The Remarketing Agent shall mean with respect to the Bonds and to the responsibility for the performance of obligations of the Remarketing Agent pursuant to this Remarketing Agreement, all as more fully provided hereinunless specifically stated otherwise, Xxxxxxxx, Cone & Xxxxxxxxx and its respective successors in such office under this Remarketing Agreement.
(b) The In its capacity as Remarketing Agent, as upon notice from the agent Tender Agent that it has received notice from a Bondholder pursuant to Section 2.04 of the IssuerIndenture, agrees or of a mandatory tender for purchase pursuant to determine Section 4.06 of the Variable Rate for Indenture, in each interest period during the Variable Rate Period, and the Fixed Rate for each Fixed Rate Period, all case given pursuant to and in accordance with Sections 4.02 and 4.03 of the Indenture.
(c) During the Variable Rate Period, the Remarketing Agent, as agent for the User, shall, so long as no Event of Default under the Indenture has occurred and is continuing, pursuant to the terms and provisions of the Indenture and upon receipt of telegraphic or telephonic notice from the Trustee (such notice to be promptly confirmed in writing) specifying the principal amount of Bonds which have been tendered for purchase pursuant to Section 4.04 of the Indenture and the Optional Tender Date, use Agent shall exercise its best efforts to remarket all Bonds so tendered for purchase any bonds (the "Remarketed Bonds") which are the subject of any such notice at a price of not less than 100% of the principal amount thereof, plus accrued interest, if anysubject, in all respects, to such Optional Tender the terms and conditions of the Indenture and Section 7 of this Remarketing Agreement. By no later than 4:00 p.m. (New York City time) on the Business Day before the date on which Bonds are subject to purchase pursuant to Section 2.04 or Section 4.06 of the Indenture (the "Purchase Date; provided that "), the Remarketing Agent shall not undertake to remarket such Bonds if otherwise directed by the User.
(d) Upon receipt of telegraphic or telephonic notice from notify the Trustee (such notice and the Bank of the amount of Bonds to be promptly confirmed in writing) specifying purchased on the principal next day which have been remarketed by that time. No later than 2:00 p.m. (New York City time), on the Purchase Date, the Remarketing Agent shall update such notification to inform the Trustee of the actual amount of Bonds which have been tendered or deemed remarketed, including the amount of any Bonds remarketed after the deadline for notification to be tendered pursuant to Section 4.05 of the IndentureTrustee provided in paragraph 1(b) above.
(c) The Trustee, and so long as no Event of Default under the Indenture has occurred and is continuing, upon instructions from the Remarketing Agent, as agent shall register the Remarketed Bonds and make the Remarketed Bonds available to the Remarketing Agent by 12:00 noon (New York City time) or shall cause the Remarketed Bonds to be transferred on the registration books of The Depository Trust Company, New York, New York ("DTC") on the UserPurchase Date, agrees to use its best efforts to remarket such against payment in immediately available funds or evidence of immediately available funds in the form of federal reserve wire number from the aggregate principal amount of Bonds remarketed.
(d) Bonds which are tendered subject to purchase pursuant to the Indenture and subsection 1(b) above and which are not remarketed are defined herein as "Bank Bonds." The Bank Bonds shall be held by the Tender Agent or are deemed registered directly or indirectly in the name of the Bank on the registration books of DTC, with respect to be tendered Book-Entry Bonds. The Remarketing Agent shall seek to remarket any Bank Bonds at a price equal to of 100% of the principal amount thereof, plus accrued interest, if any, subject to the following conditions:
(i) satisfactory compensation and other terms and conditions shall have been agreed upon by the User and the Remarketing Agent;
(ii) the Remarketing Agent shall have received all documents, including opinions of counsel, required to be delivered to it under the terms of the Indenture;
(iii) the Remarketing Agent shall have received an offering memorandum, or other appropriate disclosure document satisfactory in form and substance to the Remarketing Agent, to be used in connection with its efforts to remarket the Bonds; and
(iv) the Remarketing Agent shall have received such additional documents, certificates and legal opinions as it may reasonably request. Further details regarding such remarketing shall be negotiated between the User and the Remarketing Agent prior to the applicable Mandatory Tender Date.
(e) To the extent that the Remarketing Agent has not arranged for the secondary sale of Bank Bonds tendered or deemed tendered pursuant to the Indenture, at the written direction of the User and so long as no Event of Default under the Indenture has occurred and is continuing, the Remarketing Agent shall continue to use its best efforts to remarket such Bonds, at a price equal to 100% of the principal amount thereof, plus accrued interest, if any, to the date of purchase, prior to remarketing any other Bonds tendered for purchase. Upon receipt by the Trustee of funds representing the proceeds of the remarketing of Bank Bonds, Bonds in place of such Bank Bonds are so purchased shall be made available for pick-up by the Remarketing Agent for subsequent delivery to the purchasers thereof, or the ownership interest shall be taken up transferred to the new Direct Participants on the books of the DTC. Prior to or simultaneously with such delivery, the proceeds of such remarketing shall have been or shall be delivered to the Trustee and paid for transferred to the Bank, and the Trustee shall have received confirmation from the Bank of the reinstatement of the Letter of Credit.
(e) The Borrower agrees that, unless this Remarketing Agreement has been previously terminated pursuant to such remarketingthe terms hereof, the Remarketing Agent shall act as exclusive remarketing agent with respect to the Bonds on the terms and conditions herein contained at all times, including any remarketing of Bank Bonds, any remarketing of the Bonds in connection with, or in anticipation of, the establishment of a Term Interest Rate Period and any remarketing of the Bonds upon an expiration or termination of the Letter of Credit or Alternate Credit Facility.
(f) Notwithstanding any of the foregoing, The Borrower and the Remarketing Agent shall not offer for sale or sell Bonds to agree that the Issuer or the User or any guarantor responsibilities of the User. The User may at any time, upon written direction to the Remarketing Agent, direct the Remarketing Agent hereunder will include (i) the soliciting of purchases of Bonds from investors that customarily purchase tax-exempt securities in large denominations; provided, however, that in connection with the sale of Bonds subject to cease or resume a Term Interest Rate Period the remarketing of some or all Remarketing Agent need not be restricted to investors that customarily purchase tax-exempt securities in large denominations, (ii) effecting and processing such purchases, (iii) billing and receiving payment for Bonds Purchased, (iv) causing the proceeds from the secondary sale of the BondsBonds to be transferred to the Tender Agent for deposit pursuant to the Indenture or transferred to the Trustee for payment to the Bank, and (v) performing such other related functions as may be reasonably requested by the Borrower and agreed to by the Remarketing Agent as specified in the Indenture.
(g) The Remarketing Agent shall make appropriate settlement arrangements for will, at the purchase times prescribed in the Section 2.03 of Bonds which have been remarketed as hereinabove provided between the purchasers of such remarketed Indenture, set interest rates on the Bonds and the Trustee, and shall direct said purchasers by appropriate instructions to pay all moneys for the purchase price of such remarketed Bonds to notify the Trustee at and the Bank of rates of interest borne by the Bonds from time and to time as provided in the Indenture, and at the times provided in the Indenture. The Remarketing Agent agrees not to sell any Bonds purchased pursuant to the Indenture to the Borrower or the Authority, or any Guarantor or any Operating Entity, or to any person who controls, is controlled by, or is under common control with, the Borrower or the Authority.
(h) The Borrower agrees, at the Borrower's expense, to take all steps reasonably requested by the Remarketing Agent to enable the Remarketing Agent to comply with the requirements, if any, of Rule 15c2-12, as promulgated and amended from time to time by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended ("Rule 15c2-12") and as applicable to the Bonds.
(i) In connection with the performance of its duties hereunder, the Remarketing Agent agrees to keep such books and records with respect to the remarketing of the Bonds as shall be consistent with prudent industry practice and to make such books and records with respect to the remarketing of the Bonds available for inspection by the Authority and the Borrower at all reasonable times.
Appears in 1 contract
Appointment of Remarketing Agent; Responsibilities of Remarketing Agent. (a) Subject to the terms and conditions herein contained and pursuant to Section 15.01 of the Indenturecontained, the Issuer has appointed Remarketing Agent is hereby appointed, and the User hereby appoints Merchant Capital, L.L.C., and Merchant Capital, L.L.C. Remarketing Agent hereby accepts such appointmentappointment and the duties and obligations imposed on it hereunder and under the Bond Resolution and the Modal Agreement, as exclusive remarketing agent (in connection with the “Remarketing Agent”) in performing determination of interest rates, the respective functions of determining the Variable Rate offering and the Fixed Rate from time to time and the remarketing sale of the Bonds from time to time in the secondary market subsequent to the initial offering, issuance and sale the performance and discharge of all other responsibilities stated to be that of the Bonds, all Remarketing Agent under the Bond Resolution and the Modal Agreement. The Remarketing Agent agrees to perform the duties and obligations as more fully provided hereinremarketing agent as set forth hereunder and under the Bond Resolution and the Modal Agreement.
(b) The It is understood and agreed that the Remarketing Agent, as 's responsibilities hereunder and under the agent Bond Resolution and the Modal Agreement will include (i) exercising its best efforts in its remarketing of the IssuerBonds, agrees to determine the Variable Rate for each interest period during the Variable Rate Period(ii) effecting and processing such purchases, and the Fixed Rate for each Fixed Rate Period, all pursuant to and including processing trade confirmations in accordance with Sections 4.02 its usual practice, (iii) billing and 4.03 receiving payment of Bond purchases, (iv) causing the proceeds from the secondary sale of the IndentureBonds to be transferred to the Tender Agent, (v) determining the Daily Interest Rate, Weekly Interest Rate, Short-Term Interest Term Rates and Long-Term Interest Rate, as applicable, and (vi) performing such other related functions as provided in the Bond Resolution and the Modal Agreement of the Remarketing Agent or reasonably requested by the Board and agreed to by the Remarketing Agent.
(c) During The obligations of the Variable Rate PeriodRemarketing Agent hereunder and under the Bond Resolution, with respect to the date on which the Bonds are to be remarketed pursuant to this Agreement, are also subject to the further condition that on and prior to such date the Bond Resolution, the Modal Agreement and the Initial Liquidity Facility shall be in full force and effect and shall not have been amended, modified or supplemented in any way which would materially and adversely affect the duties of the Remarketing Agent, except as agent for the User, shall, so long as no Event of Default under the Indenture has occurred and is continuing, pursuant to the terms and provisions of the Indenture and upon receipt of telegraphic or telephonic notice from the Trustee (such notice to be promptly confirmed in writing) specifying the principal amount of Bonds which may have been tendered for purchase pursuant agreed to Section 4.04 of the Indenture and the Optional Tender Date, use its best efforts to remarket all Bonds so tendered for purchase at a price of 100% of the principal amount thereof, plus accrued interest, if any, to such Optional Tender Date; provided that the Remarketing Agent shall not undertake to remarket such Bonds if otherwise directed in writing by the User.
(d) Upon receipt of telegraphic or telephonic notice from the Trustee (such notice to be promptly confirmed in writing) specifying the principal amount of Bonds which have been tendered or deemed to be tendered pursuant to Section 4.05 of the Indenture, and so long as no Event of Default under the Indenture has occurred and is continuing, the Remarketing Agent, and there shall be in full force and effect such additional resolutions, agreements, certificates (including such certificates as agent may be required by regulations for the Internal Revenue Service in order to establish or preserve the tax-exempt character of interest on the UserBonds) and opinions, agrees to use its best efforts to remarket such Bonds which are tendered or are deemed to resolutions, agreements, certificates and opinions shall be tendered at a price equal to 100% of the principal amount thereof, plus accrued interest, if any, subject to the following conditions:
(i) satisfactory compensation and other terms and conditions shall have been agreed upon by the User and the Remarketing Agent;
(ii) the Remarketing Agent shall have received all documents, including opinions of counsel, required to be delivered to it under the terms of the Indenture;
(iii) the Remarketing Agent shall have received an offering memorandum, or other appropriate disclosure document reasonably satisfactory in form and substance to the Remarketing Agent, to be used in connection with its efforts to remarket the Bonds; and
(iv) the Remarketing Agent shall have received such additional documents, certificates and legal opinions as it may reasonably request. Further details regarding such remarketing shall be negotiated between the User and the Remarketing Agent prior to the applicable Mandatory Tender Date.
(e) To the extent that the Remarketing Agent has not arranged for the secondary sale of Bonds tendered or deemed tendered pursuant to the Indenture, at the written direction of the User and so long as no Event of Default under the Indenture has occurred and is continuing, the Remarketing Agent shall continue to use its best efforts to remarket such Bonds, at a price equal to 100% of the principal amount thereof, plus accrued interest, if anyBond Counsel, to the date such Bonds are to be taken up and paid for pursuant to such remarketing.
(f) Notwithstanding any of the foregoingBond Registrar, the Remarketing Agent shall not offer for sale or sell Bonds to the Issuer or the User or any guarantor of the User. The User may at any time, upon written direction Board and to the Remarketing Agent, direct the Remarketing Agent to cease or resume the remarketing of some or all of the BondsInitial Liquidity Facility Provider.
(g) The Remarketing Agent shall make appropriate settlement arrangements for the purchase of Bonds which have been remarketed as hereinabove provided between the purchasers of such remarketed Bonds and the Trustee, and shall direct said purchasers by appropriate instructions to pay all moneys for the purchase price of such remarketed Bonds to the Trustee at the time and as provided in the Indenture.
Appears in 1 contract
Samples: Remarketing Agreement
