Common use of Qualifications of Remarketing Agent Clause in Contracts

Qualifications of Remarketing Agent. The Remarketing Agent shall be an entity which is a member in good standing of the National Association of Securities Dealers, Inc. and shall be authorized by law to perform all the duties imposed upon it by this Indenture and the Remarketing Agreement. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Indenture and the Remarketing Agreement by giving at least thirty (30) days’ notice to the Issuer, the Bank, the Borrower, and the Trustee. The Remarketing Agent may be removed upon sixty (60) days= notice, at the direction of the Borrower, with the prior written consent of the Bank, by an instrument, signed by the Issuer, filed with the Remarketing Agent, the Bank, the Borrower and the Trustee. In the event that the Issuer shall fail to appoint a Remarketing Agent hereunder, or in the event that the Remarketing Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or Federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Issuer shall not have appointed its successor as Remarketing Agent, the Borrower, with the consent of the Bank shall appoint a successor Remarketing Agent and until a successor Remarketing Agent is appointed the Trustee but only upon its receipt of actual notice of such resignation, removal or dissolution shall ipso facto be deemed to be the Remarketing Agent for all purposes of this Indenture; however, if no successor Remarketing Agent has been appointed for a period of thirty (30) days, the Trustee shall apply to a court of competent jurisdiction for the appointment of a successor Remarketing Agent.

Qualifications of Remarketing Agent. The Remarketing Agent shall be an entity which is have a member capitalization of at least $5,000,000, or have a line of credit with a commercial bank in good standing the amount of the National Association of Securities Dealersat least $5,000,000, Inc. and shall be authorized by law to perform all the duties imposed upon it by this Indenture and the Remarketing AgreementIndenture. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Indenture and the Remarketing Agreement by giving at least thirty (30) days’ ' notice of such resignation to the Issuer, the BankBorrower, the Borrower, Bank and the Trustee. The Remarketing Agent may be removed upon sixty at any time by the Issuer (60) days= notice, at on its own or with the direction approval of the Borrower, with ) and the prior written consent of the Bank. To effect such removal, by an instrument, signed by the Issuer, filed with Issuer shall give at least thirty (30) days' notice of such removal to the Remarketing Agent, the BankBorrower, the Borrower Bank and the Trustee. Upon any resignation of the Remarketing Agent, the departing Remarketing Agent shall pay over, assign and deliver any moneys and Refunding Bonds held by it in such capacity to its successor or, if there be no successor, to the Trustee. In the event that the Issuer shall fail to appoint a Remarketing Agent hereunder, or in the event that the Remarketing Agent shall resign or be removedresign, or be removed or dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or Federal federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Issuer shall not have appointed its a successor as Remarketing Agent, the BorrowerTrustee shall implement the purchase of Refunding Bonds, with tendered pursuant to the consent of the Bank shall appoint a successor Remarketing Agent and until a successor Remarketing Agent is appointed the Trustee but only upon its receipt of actual notice of such resignation, removal or dissolution shall ipso facto be deemed to be the Remarketing Agent for all purposes provisions of this Indenture; however, if no successor Remarketing Agent has been appointed pursuant to a draw on the Letter of Credit as provided for a period of in Section 5.03 hereof. The Trustee, within thirty (30) days, days of the Trustee shall apply to a court resignation or removal of competent jurisdiction for the Remarketing Agent or the appointment of a successor Remarketing Agent, shall give notice thereof by registered or certified mail to the applicable Rating Service (if the Refunding Bonds have been rated) and to the registered Holders of the Refunding Bonds.

Qualifications of Remarketing Agent. The Remarketing ----------------------------------- Agent shall be an entity which is a national banking association or a bank or trust company or a member in good standing of the National Association of Securities Dealers, Inc. and shall be Inc., authorized by law to perform all the duties imposed upon it by this Indenture and under the Remarketing AgreementAgreement and shall have a rating assigned to its long-term unsecured debt by Xxxxx'x at least equal to "Baa3" (if the Bonds are then rated by Xxxxx'x) and by Standard & Poor's at least equal to "BBB-" (if the Bonds are then rated by Standard & Poor's) unless the Issuer receives written confirmation from the Rating Service that the appointment of a particular Remarketing Agent not meeting such rating requirement will not result in a reduction or withdrawal of its rating of the Bonds. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Indenture and the Remarketing Agreement by giving at least thirty (30) 30 days’ ' prior written notice by registered or certified mail to the Trustee, the Issuer, the Bank, the Borrower, Borrower and the TrusteeBank. The Remarketing Agent may be removed upon sixty (60) days= notice, at any time by the direction of the BorrowerIssuer, with the prior written consent of the BankBorrower (provided that the Borrower shall be deemed to have consented to the removal of a Remarketing Agent which has ceased to meet the foregoing qualifications), by an instrumentupon 30 days' notice which shall be in writing, signed by the Issuer, filed with Issuer and delivered to the Remarketing Agent, the Borrower, the Trustee and the Bank. In the event of the resignation or removal of the Remarketing Agent, the Issuer, with the consent of the Borrower and the TrusteeBank, shall appoint a successor Remarketing Agent meeting the qualifications set forth in this Section and the Remarketing Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor or, if there be no successor, to the Trustee as hereinafter provided. In the event that the Issuer shall fail to appoint a Remarketing Agent hereunder, or in the event that the Remarketing Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or Federal federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Issuer shall not have appointed its successor as Remarketing Agent, the BorrowerTrustee, with notwithstanding the consent provisions of the Bank shall appoint a successor Remarketing Agent and until a successor Remarketing Agent is appointed the Trustee but only upon its receipt first paragraph of actual notice of such resignationthis Section, removal or dissolution shall ipso facto be deemed to be the Remarketing Agent for all purposes of this Indenture; however, if no successor Remarketing Agent has been appointed for a period of thirty (30) days, the Trustee shall apply to a court of competent jurisdiction for Indenture until the appointment by the Issuer of a the successor Remarketing Agent; provided that the Trustee, in its capacity as Remarketing Agent, shall not be required to remarket Bonds nor to establish the Weekly Rate or the Term Rate.

Qualifications of Remarketing Agent. The Remarketing Agent shall be an entity which is have a member capitalization of at least $5,000,000, or have a line of credit with a commercial bank in good standing the amount of the National Association of Securities Dealers, Inc. at least $5,000,000 and shall be authorized by law to perform all the duties imposed upon it by this Indenture and the Remarketing AgreementIndenture. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Indenture and the Remarketing Agreement by giving at least thirty (30) days’ ' notice of such resignation to the Issuer, the BankBorrower, the Borrower, Bank and the Trustee. The Remarketing Agent may be removed upon sixty (60) days= notice, at the direction of any time by the Borrower, with the prior written consent of the Bank. To effect such removal, by an instrument, signed by the Issuer, filed with Borrower shall give at least thirty (30) days' notice of such removal to the Remarketing Agent, the BankIssuer, the Borrower Bank and the Trustee. Upon any resignation of the Remarketing Agent, the departing Remarketing Agent shall pay over, assign and deliver any moneys and Project Bonds and Beneficial Ownership Interests held by it in such capacity to its successor or, if there be no successor, to the Trustee. In the event that the Issuer shall fail to appoint a Remarketing Agent hereunder, or in the event that the Remarketing Agent shall resign or be removedresign, or be removed or dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or Federal federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Issuer Bank shall not have appointed its a successor as Remarketing Agent, the BorrowerTrustee, with notwithstanding the consent provisions of the Bank shall appoint a successor Remarketing Agent and until a successor Remarketing Agent is appointed the Trustee but only upon its receipt first paragraph of actual notice of such resignationthis Section, removal or dissolution shall ipso facto be deemed to be the Remarketing Agent for all purposes until the appointment by the Borrower of this Indenturea successor Remarketing Agent; provided, however, if no successor Remarketing Agent has been appointed that the Trustee shall not remarket Project Bonds or Beneficial Ownership Interests or fix the interest rate for the Project Bonds, but shall be required only to implement the purchase of Project Bonds and Beneficial Ownership Interests pursuant to a period draw on the Letter of Credit as provided for in Section 5.03 hereof. The Trustee, within thirty (30) days, days of the Trustee shall apply to a court resignation or removal of competent jurisdiction for the Remarketing Agent or the appointment of a successor Remarketing Agent, shall give notice thereof by registered or certified mail to the applicable Rating Service (if the Project Bonds have been rated) and to the registered Holders of the Project Bonds.

Qualifications of Remarketing Agent. The Remarketing Agent shall be an entity which is have a member capitalization of at least $5,000,000, or have a line of credit with a commercial bank in good standing the amount of the National Association of Securities Dealers, Inc. at least $5,000,000 and shall be authorized by law to perform all the duties imposed upon it by this Indenture and the Remarketing AgreementIndenture. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Indenture and the Remarketing Agreement by giving at least thirty (30) days’ ' notice of such resignation to the Issuer, the BankBorrower, the Borrower, Bank and the Trustee. The Remarketing Agent may be removed upon sixty (60) days= notice, at any time by the direction of the BorrowerIssuer, with the prior written consent of the Bank. To effect such removal, by an instrument, signed by the Issuer, filed with Issuer shall give at least thirty (30) days' notice of such removal to the Remarketing Agent, the BankBorrower, the Borrower Bank and the Trustee. Upon any resignation of the Remarketing Agent, the departing Remarketing Agent shall pay over, assign and deliver any moneys and Project Bonds and Beneficial Ownership Interests held by it in such capacity to its successor or, if there be no successor, to the Trustee. In the event that the Issuer shall fail to appoint a Remarketing Agent hereunder, or in the event that the Remarketing Agent shall resign or be removedresign, or be removed or dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or Federal federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Issuer shall not have appointed its a successor as Remarketing Agent, the BorrowerTrustee, with notwithstanding the consent provisions of the Bank first paragraph of this Section, shall appoint a successor Remarketing Agent and until a successor Remarketing Agent is appointed the Trustee but only upon its receipt of actual notice of such resignation, removal or dissolution shall ipso facto IPSO FACTO be deemed to be the Remarketing Agent for all purposes until the appointment by the Issuer of this Indenturea successor Remarketing Agent; provided, however, if no successor Remarketing Agent has been appointed that the Trustee shall not remarket Project Bonds or Beneficial Ownership Interest or fix the interest rate for the Project Bonds, but shall be required only to implement the purchase of Project Bonds and Beneficial Ownership Interests pursuant to a period draw on the Letter of Credit as provided for in Section 5.03 hereof. The Trustee, within thirty (30) days, days of the Trustee shall apply to a court resignation or removal of competent jurisdiction for the Remarketing Agent or the appointment of a successor Remarketing Agent, shall give notice thereof by registered or certified mail to the applicable Rating Service (if the Project Bonds have been rated) and to the registered Holders of the Project Bonds.

Qualifications of Remarketing Agent. The Remarketing Agent shall be an entity which is have a member capitalization of at least $25,000,000, or have a line of credit with a commercial bank in good standing the amount of the National Association of Securities Dealers, Inc. at least $25,000,000 and shall be authorized by law to perform all the duties imposed upon it by this Indenture and the Remarketing AgreementIndenture. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Indenture and the Remarketing Agreement by giving at least thirty (30) days’ ' notice of such resignation to the Issuer, the BankCompany, the Borrower, Bank and the Trustee. Notwithstanding the foregoing, the Remarketing Agent shall remain the Remarketing Agent hereunder until a successor is named, so long as the Company is not in default in the payment of any fees or expenses of the Remarketing Agent under the Remarketing Agreement, or the Remarketing Agent is not prohibited by law or regulation from performing the duties of Remarketing Agent hereunder. The Remarketing Agent may be removed upon sixty (60) days= notice, at any time by the direction of the BorrowerCompany, with the prior written consent of the BankBank which consent shall not be unreasonably withheld. To effect such removal, by an instrument, signed by the Issuer, filed with Authorized Company Representative shall give at least thirty (30) days' notice of such removal to the Remarketing Agent, the BankIssuer, the Borrower Bank and the Trustee. Upon any resignation of the Remarketing Agent, the departing Remarketing Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor or, if there be no successor, to the Trustee. In the event that the Issuer shall fail to appoint a Remarketing Agent hereunder, or in the event that the Remarketing Agent shall resign or be removedresign, or be removed or dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or Federal federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Issuer Company shall not have appointed its a successor as Remarketing Agent, the BorrowerTrustee, with notwithstanding the consent provisions of the Bank shall appoint a successor Remarketing Agent and until a successor Remarketing Agent is appointed the Trustee but only upon its receipt first paragraph of actual notice of such resignationthis Section, removal or dissolution shall ipso facto be deemed to be the Remarketing Agent for all purposes until the appointment by the Company of this Indenturea successor Remarketing Agent; provided, however, if no successor Remarketing Agent has been appointed that the Trustee shall not remarket Bonds or fix the interest rate for the Bonds, but shall be required only to implement the purchase of Bonds pursuant to a period draw on the Letter of Credit as provided for in Section 5.02 hereof. The Trustee, within thirty (30) days, days of the Trustee shall apply to a court resignation or removal of competent jurisdiction for the Remarketing Agent or the appointment of a successor Remarketing Agent, shall give notice thereof by registered or certified mail to the applicable Rating Service (if the Bonds have been rated), to the Issuer and to the registered Holders of the Bonds.

Qualifications of Remarketing Agent. The Remarketing Agent shall be an entity which is have a member in good standing capitalization of the National Association of Securities Dealers, Inc. at least $50,000,000 and shall be authorized by law to perform all the duties imposed upon it contemplated by this Indenture and to be performed by the Remarketing AgreementAgent and agree to take all actions required of it under the DTC Representation Letter while a book-entry system is in effect for the Bonds. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created contemplated by this Indenture and the Remarketing Agreement by giving at least thirty (30) 30 days’ ' notice to the Issuer, the BankCompany, the Borrower, Registrar and the Trustee. The Remarketing Agent may be removed upon sixty (60) days= noticeat any time, at the direction of the Borrower, with the prior written consent of the BankCompany, by an instrument, signed by the IssuerAuthorized Company Representative, filed with the Issuer, the Remarketing Agent, the BankRegistrar and the Trustee at least 30 days prior to the effective date of such removal. Upon the resignation or removal of the Remarketing Agent, the Borrower Company may appoint a new Remarketing Agent. In the event of the resignation or removal of the Remarketing Agent, the Remarketing Agent shall pay over, assign and deliver any moneys held by it in such capacity to its successor or, if there be no successor, to the Trustee. In the event that the Issuer Company shall fail to appoint a Remarketing Agent hereunder, or in the event that the Remarketing Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or Federal federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Issuer Company shall not have appointed its a successor as Remarketing Agent, the BorrowerTrustee, with notwithstanding the consent provisions of the Bank shall appoint a successor Remarketing Agent and until a successor Remarketing Agent is appointed the Trustee but only upon its receipt first paragraph of actual notice of such resignationthis Section 10.20, removal or dissolution shall ipso facto be deemed to be the Remarketing Agent for all purposes of this Indenture; however, if no successor Indenture until the appointment by the Company of the Remarketing Agent has been appointed for a period of thirty (30) days, the Trustee shall apply to a court of competent jurisdiction for the appointment of a or successor Remarketing Agent, as the case may be; provided, however, that the Trustee, in its capacity as Remarketing Agent, shall not be required to sell Bonds or determine the interest rate on the Bonds pursuant to Section 2.02 hereof on the basis of an examination of Tax-Exempt obligations comparable to the Bonds but shall determine -65- Port of Xxxxxx Series 1998A Trust Indenture any applicable alternate interest rate if so required by the applicable provisions of Section 2.02 hereof.

Qualifications of Remarketing Agent. The Remarketing Agent shall be an entity which is have a member in good standing capitalization of the National Association of Securities Dealers, Inc. at least $100,000,000 and shall be authorized by law to perform all the duties imposed upon it by this Indenture and the Remarketing AgreementIndenture. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Indenture and the Remarketing Agreement by giving at least thirty (30) days’ ' written notice to the Issuer, the BankCompany, the Borrower, Paying Agent and the Trustee. The Remarketing Agent may be removed upon sixty (60) days= notice, at any time at the direction of the Borrower, with the prior written consent of the BankCompany, by an instrument, signed by the Issuer, instrument filed with the Remarketing Agent, the BankIssuer, the Borrower Paying Agent and the Trustee. In the event that of the resignation or removal of the Remarketing Agent, the Remarketing Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor or, if there is no successor, to the Trustee. If the Issuer shall fail to appoint a Remarketing Agent hereunder, or in the event that if the Remarketing Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or Federal federal court or administrative body because of bankruptcy or insolvency, insolvency or for any other reason, and the Issuer shall not have appointed its successor as Remarketing Agent, the BorrowerTrustee, with notwithstanding the consent provisions of the Bank shall appoint a successor Remarketing Agent and until a successor Remarketing Agent is appointed the Trustee but only upon its receipt first paragraph of actual notice of such resignationthis Section 13.2, removal or dissolution shall ipso facto be deemed to be the Remarketing Agent for all purposes of this Indenture; however, if no successor Indenture until the appointment by the Issuer of the Remarketing Agent has been appointed for a period of thirty (30) days, the Trustee shall apply to a court of competent jurisdiction for the appointment of a or successor Remarketing Agent, as the case may be; provided, however, that the Trustee, in its capacity as Remarketing Agent, shall not be required to sell Bonds or determine the Fixed Rate on the Bonds or to perform the duties set forth in Sections 3.1, 3.2 or 3.3 hereof.

Qualifications of Remarketing Agent. The Remarketing Agent shall be an entity which is have a member in good standing capitalization of the National Association of Securities Dealers, Inc. at least $50,000,000 and shall be authorized by law to perform all the duties imposed upon it contemplated by this Indenture and to be performed by the Remarketing AgreementAgent and agree to take all actions required of it under the DTC Representation Letter while a book-entry system is in effect for the Bonds. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created contemplated by this Indenture and the Remarketing Agreement by giving at least thirty (30) 30 days’ ' notice to the Issuer, the BankCompany, the Borrower, Registrar and the Trustee. The Remarketing Agent may be removed upon sixty (60) days= noticeat any time, at the direction of the Borrower, with the prior written consent of the BankCompany, by an instrument, signed by the IssuerAuthorized Company Representative, filed with the Issuer, the Remarketing Agent, the BankRegistrar and the Trustee at least 30 days prior to the effective date of such removal. Upon the resignation or removal of the Remarketing Agent, the Borrower Company may appoint a new Remarketing Agent. In the event of the resignation or removal of the Remarketing Agent, the Remarketing Agent shall pay over, assign and deliver any moneys held by it in such capacity to its successor or, if there be no successor, to the Trustee. In the event that the Issuer Company shall fail to appoint a Remarketing Agent hereunder, or in the event that the Remarketing Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or Federal federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Issuer Company shall not have appointed its a successor as Remarketing Agent, the BorrowerTrustee, with notwithstanding the consent provisions of the Bank shall appoint a successor Remarketing Agent and until a successor Remarketing Agent is appointed the Trustee but only upon its receipt first paragraph of actual notice of such resignationthis Section 10.20, removal or dissolution shall ipso facto be deemed to be the Remarketing Agent for all purposes of this Indenture; however, if no successor Indenture until the appointment by the Company of the Remarketing Agent has been appointed for a period of thirty (30) days, the Trustee shall apply to a court of competent jurisdiction for the appointment of a or successor Remarketing Agent, as the case may be; provided, however, that the Trustee, in its capacity as Remarketing Agent, shall not be required to sell Bonds or determine the interest rate on the Bonds pursuant to Section 2.02 hereof on the basis of an examination of Tax-Exempt obligations comparable to the Bonds but shall determine -65- Forsyth Series 1998B Trust Indenture any applicable alternate interest rate if so required by the applicable provisions of Section 2.02 hereof.