Common use of Remarketing Agent Clause in Contracts

Remarketing Agent. The initial Remarketing Agent shall be Banc of America Securities LLC. At any time at which the Bonds are then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, there shall be a Remarketing Agent in place with respect to such Bonds, appointed in accordance with the terms of this Section 4.08. Not less than 60 days before the end of any Term Rate Period or 60 days before the end of any Auction Rate Period, the Borrower shall appoint a Remarketing Agent and provide notice of such appointment to the Issuer. The Borrower shall appoint the Remarketing Agent, with the consent of the Liquidity Provider or the Bank, as applicable. The Borrower, with the consent of the Liquidity Provider or the Bank, as applicable, may remove the Remarketing Agent at any time upon at least five (5) Business Days’ written notice to the Remarketing Agent with a copy to the Issuer. The Remarketing Agent may at any time resign and be discharged of its duties and obligations created by this Indenture by giving at least thirty (30) Business Days’ notice to the Issuer, the Borrower and the Trustee or such shorter period as the Issuer, the Borrower, the Trustee and the Remarketing Agent agree. Upon removal or resignation of the Remarketing Agent for Bonds then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, the Borrower shall, with the consent of the Liquidity Provider or the Bank, as applicable, appoint a successor Remarketing Agent for such Bonds and provide notice of such appointment to the Issuer. Any Remarketing Agent appointed under this Section 4.08 shall signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Trustee and the Borrower which shall set forth such procedural and other matters relating to the remarketing of the Bonds as shall be satisfactory to the Issuer, the Trustee and the Borrower. No removal of or resignation by the Remarketing Agent (whether at the direction of the Borrower or by the Remarketing Agent as may be provided in the Remarketing Agreement) shall become effective until a successor Remarketing Agent has delivered a written acceptance of appointment to the Trustee and the Borrower has provided the notice required by Section 5.8 of the Agreement, unless at the time of such removal or resignation there is no requirement that there be a Remarketing Agent.

Remarketing Agent. The initial Remarketing Agent shall be be, with respect to the Series 2003A Bonds and the Series 2003B Bonds, Banc of America Securities LLC. One Capital Markets, Inc. At any time at which the Bonds of any Series are then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, there shall be a Remarketing Agent in place with respect to such Bonds, appointed in accordance with the terms of this Section 4.08. Not less than 60 days before the end of any Term Rate Period (including the initial Term Rate Period with respect to the Series 2003C Bonds, the Series 2003D Bonds and the Series 2003E Bonds) or 60 days before the end of any Auction Rate PeriodPeriod with respect to the Bonds of any Series, the Borrower shall appoint a Remarketing Agent and provide notice with the consent of such appointment to the Issuer. The Borrower shall appoint the Remarketing Agent, with the consent of the Issuer and the Liquidity Provider or the Bank, as applicable. The Borrower, with the consent of the Issuer, the Liquidity Provider or the Bank, as applicable, may remove the Remarketing Agent at any time upon at least five (5) Business Days’ written notice to the Remarketing Agent with a copy to the Issuerin writing. The Remarketing Agent may at any time resign and be discharged of its duties and obligations created by this Indenture by giving at least thirty (30) Business Days’ notice to the Issuer, the Borrower and the Trustee or such shorter period as the Issuer, the Borrower, the Trustee and the Remarketing Agent agree. Upon removal or resignation of the Remarketing Agent for with respect to any Series of Bonds then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, the Borrower shall, with the consent of the Issuer and the Liquidity Provider or the Bank, as applicable, appoint a successor Remarketing Agent for such Bonds and provide notice Series of such appointment to the IssuerBonds. Any Remarketing Agent appointed under this Section 4.08 shall signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Trustee and the Borrower which shall set forth such procedural and other matters relating to the remarketing of the Bonds of any Series as shall be satisfactory to the Issuer, the Trustee and the Borrower. No removal of or resignation by the Remarketing Agent (whether at the direction of the Borrower Issuer or the Borrower, by the Remarketing Agent as may be provided in the Remarketing Agreement) shall become effective until a successor Remarketing Agent has delivered a written acceptance of appointment to the Trustee and the Borrower has provided the notice required by Section 5.8 of the Agreement, unless at the time of such removal or resignation there is no requirement that there be a Remarketing Agent.

Remarketing Agent. The initial Remarketing Agent shall be Banc of America Securities LLC. At any time at which the Bonds are then bearing bear interest at a Daily Rate, a Weekly Rate or a Flexible Rate, there shall be a Remarketing Agent in place with respect to such Bonds, appointed in accordance with the terms of this Section 4.08. Not less than 60 days before the end of any Term Rate Period or 60 days before the end of any Auction Rate Period, the The Borrower shall appoint a Remarketing Agent and provide notice of such appointment to the Issuer. The Borrower shall appoint the Remarketing Agent, with the consent of the Liquidity Provider or the Bank, as applicable, prior to the delivery of any notice of conversion to a Daily Rate Period, Weekly Rate Period or Flexible Rate Period pursuant to Section 2.03(a)(iii), (b)(iii) or (d)(iii), respectively. The Borrower, with the consent of the Liquidity Provider or the Bank, as applicable, may remove the Remarketing Agent at any time upon at least five (5) Business Days’ written notice to the Remarketing Agent with a copy to the Issuerin writing. The Remarketing Agent may at any time resign and be discharged of its duties and obligations created by this Indenture by giving at least thirty (30) Business Days’ notice to the Issuer, the Borrower Borrower, any Bond Insurer and the Trustee or such shorter period as the Issuer, the Borrower, the Trustee and the Remarketing Agent agree. Upon removal or resignation of the Remarketing Agent for with respect to Bonds then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, the Borrower shall, with the consent of the Liquidity Provider or the Bank, as applicable, appoint a successor Remarketing Agent for such Bonds and provide notice of such appointment to the IssuerBonds. Any Remarketing Agent appointed under this Section 4.08 shall signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Trustee and the Borrower which shall set forth such procedural and other matters relating to the remarketing of the Bonds as shall be satisfactory to the Issuer, the Trustee and the Borrower. No removal of or resignation by the Remarketing Agent (whether at the direction of the Borrower or by the Remarketing Agent as may be provided in the Remarketing Agreement) shall become effective until a successor Remarketing Agent has delivered a written acceptance of appointment to the Trustee and the Borrower has provided the notice required by Section 5.8 of the Agreement, unless at the time of such removal or resignation there is no requirement that there be a Remarketing Agent.

Remarketing Agent. The initial Issuer and the Company have, pursuant to the Remarketing Agreement, appointed Merchant Capital, L.L.C., Montgomery, Alabama, as Remarketing Agent for the Bonds, subject to the conditions set forth herein. Pursuant to the Remarketing Agreement, the Remarketing Agent has also been appointed by the Company as Remarketing Agent for the 1997 Bonds. The Remarketing Agent has, pursuant to the Remarketing Agreement, designated to the Trustee its principal office, signified its acceptance of the duties and obligations imposed upon it hereunder and agreed to perform the duties specified to be performed by it in Articles II and III hereof and in the Bonds, and in particular those duties relating to remarketing of Bonds and determining the interest rate applicable to the Bonds from time to time. The Remarketing Agent shall be Banc of America Securities LLC. At any time at which the Bonds are then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, there shall be a Remarketing Agent in place with respect to such Bonds, appointed in accordance with the terms of this Section 4.08. Not less than 60 days before the end of any Term Rate Period or 60 days before the end of any Auction Rate Period, the Borrower shall appoint a Remarketing Agent and provide notice of such appointment to the Issuer. The Borrower shall appoint the Remarketing Agent, with the consent member of the Liquidity Provider or National Association of Securities Dealers, Inc. and authorized to perform all the Bank, as applicable. The Borrower, with the consent of the Liquidity Provider or the Bank, as applicable, may remove the Remarketing Agent at any time duties imposed upon at least five (5) Business Days’ written notice to the Remarketing Agent with a copy to the Issuerit by this Indenture. The Remarketing Agent may at any time resign and be discharged of its the duties and obligations created by this Indenture by giving at least thirty (30) Business Days’ 30 days' notice to the Issuer, the Borrower and the Trustee or such shorter period as the IssuerCompany, the Borrower, the Trustee and the Remarketing Agent agree. Upon removal or resignation of the Remarketing Agent for Bonds then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, the Borrower shall, with the consent of the Liquidity Provider or the Bank, as applicable, appoint a successor the Tender Agent and the Trustee. The Remarketing Agent for such Bonds and provide notice of such appointment to may be removed at any time, at the Issuer. Any Remarketing Agent appointed under this Section 4.08 shall signify its acceptance election of the duties Company, by an instrument signed by the Company on behalf of the Issuer and obligations imposed upon it hereunder mailed by a written instrument of acceptance delivered first class mail to the Issuer, the Trustee Remarketing Agent, the Bank, the Tender Agent and the Borrower which shall set forth such procedural and other matters relating Trustee not fewer than 30 days prior to the remarketing date proposed for removal. In the event of the Bonds as resignation or removal of the Remarketing Agent, it shall be satisfactory the responsibility of the Company to designate a successor (which position may be held jointly), and the old 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 Issuer, the Trustee and the BorrowerTender Agent. No removal successor Remarketing Agent may be an Affiliate of or resignation by the Company. In the event that the Remarketing Agent (whether at shall resign, be removed or be dissolved, or if the direction property or affairs of the Borrower or by 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 Company shall not have made a timely appointment of a successor as may Remarketing Agent, the Tender Agent shall be provided in deemed to be the Remarketing Agreement) shall become effective Agent for all purposes of this Indenture until the appointment by the Company of a successor Remarketing Agent has delivered a written acceptance of appointment to Agent; provided, however, that the Trustee and the Borrower has provided the notice required by Section 5.8 of the AgreementTender Agent, unless at the time of such removal or resignation there is no requirement that there be a in its capacity as Remarketing Agent., shall not be required to sell Bonds or to perform the duties with respect thereto. [END OF ARTICLE V]

Remarketing Agent. The initial Remarketing Agent shall be Banc of America Securities LLC. At any time at which the Bonds are then bearing bear interest at a Daily Rate, a Weekly Rate or a Flexible Rate, there shall be a Remarketing Agent in place with respect to such Bonds, appointed in accordance with the terms of this Section 4.08. Not less than 60 days before the end of any Term Rate Period or 60 days before the end of any Auction Rate Period, the The Borrower shall appoint a Remarketing Agent and provide notice of such appointment to the Issuer. The Borrower shall appoint the Remarketing Agent, with the consent of the Liquidity Provider or the Bank, as applicable, prior to the delivery of any notice of conversion to a Daily Rate Period, Weekly Rate Period or Flexible Rate Period pursuant to Section 2.03(a)(iii), (b)(iii) or (d)(iii), respectively. The Borrower, with the consent of the Liquidity Provider or the Bank, as applicable, may remove the Remarketing Agent at any time upon at least five (5) Business Days’ written notice to the Remarketing Agent with a copy to the Issuerin writing. The Remarketing Agent may at any time resign and be discharged of its duties and obligations created by this Indenture by giving at least thirty (30) Business Days’ notice to the Issuer, the Borrower and the Trustee or such shorter period as the Issuer, the Borrower, the Trustee and the Remarketing Agent agree. Upon removal or resignation of the Remarketing Agent for with respect to Bonds then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, the Borrower shall, with the consent of the Liquidity Provider or the Bank, as applicable, appoint a successor Remarketing Agent for such Bonds and provide notice of such appointment to the IssuerBonds. Any Remarketing Agent appointed under this Section 4.08 shall signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Trustee and the Borrower which shall set forth such procedural and other matters relating to the remarketing of the Bonds as shall be satisfactory to the Issuer, the Trustee and the Borrower. No removal of or resignation by the Remarketing Agent (whether at the direction of the Borrower or by the Remarketing Agent as may be provided in the Remarketing Agreement) shall become effective until a successor Remarketing Agent has delivered a written acceptance of appointment to the Trustee and the Borrower has provided the notice required by Section 5.8 of the Agreement, unless at the time of such removal or resignation there is no requirement that there be a Remarketing Agent. Section 4.09.

Remarketing Agent. The First Union Capital Markets Corp. is hereby appointed as initial Remarketing Agent shall be Banc of America Securities LLCto serve as agent for the Representative in connection with Auctions. At any time at which The Indenture Trustee is hereby directed to, enter into the Bonds are then bearing interest at a Daily Rate, a Weekly initial Interest Rate or a Flexible Rate, there shall be a Services Agreement with First Union Capital Markets. The Remarketing Agent in place with respect to such Bonds, appointed in accordance with the terms of this Section 4.08. Not less than 60 days before the end of any Term Rate Period or 60 days before the end of any Auction Rate Period, the Borrower shall appoint a Remarketing Agent and provide notice of such appointment to the Issuer. The Borrower shall appoint the Remarketing Agentmay, with the consent of the Liquidity Provider or Representative and notice to the Bank, as applicable. The Borrower, with the consent Indenture Trustee and designation of the Liquidity Provider party authorized to direct the Indenture Trustee, enter into an agreement with one or the Bank, as applicable, may remove more co-remarketing agents under which certain duties of the Remarketing Agent at may be delegated to the co-remarketing agent. The Remarketing Agent, any time upon at least five (5) Business Days’ written notice successors to the Remarketing Agent with and any co-remarketing agent shall be members of the National Association of Securities Dealers, Inc. having a copy capitalization acceptable to the IssuerRepresentative and authorized by laws to perform all the duties imposed upon them hereunder, under the Sale and Servicing Agreement and under the Interest Rate Services Agreement. The Remarketing Agent may at any time resign and be discharged of its the duties and obligations created by this Indenture the Sale and Servicing Agreement and the Interest Rate Services Agreement by giving at least thirty sixty (3060) Business Days’ days' written notice to the IssuerRepresentative and the Indenture Trustee. The Remarketing Agent may be removed upon at least sixty (60) days' written notice to the Remarketing Agent, at the direction of the Representative and with the prior written consent of the Indenture Trustee, by an instrument signed by the Representative and filed with the Remarketing Agent, the Borrower and Indenture Trustee. Notwithstanding the Trustee foregoing, no resignation or such shorter period as the Issuer, the Borrower, the Trustee and the Remarketing Agent agree. Upon removal or resignation of the Remarketing Agent for Bonds then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, the Borrower shall, with the consent of the Liquidity Provider or the Bank, as applicable, appoint shall be effective unless and until a successor Remarketing Agent for shall have been appointed; provided that such Bonds and provide notice of such appointment to the Issuer. Any Remarketing Agent appointed under this Section 4.08 shall signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Trustee and the Borrower which shall set forth such procedural and other matters relating to the remarketing of the Bonds as shall be satisfactory to the Issuer, the Trustee and the Borrower. No removal of or resignation by the Remarketing Agent shall be effective upon such sixty (60) days' written notice whether or not a successor has been appointed if and when the Remarketing Agent reasonably determines that any one of the following shall obtain: (i) the Representative is not diligently pursuing the appointment of a successor Remarketing Agent at the direction level of compensation then generally paid in the marketplace for the services to be performed by the successor Remarketing Agent, (ii) events have occurred which materially adversely affect the Remarketing Agent's ability to fulfill its duties as Remarketing Agent, including the elimination of the Borrower Remarketing Agent's capacity to fulfill the duties of the Remarketing Agent or a determination by counsel to the Remarketing Agent that continuation of performance as such hereunder would be contrary to law or would expose the Remarketing Agent to material risk of illegality, (iii) the Sale and Servicing Agreement has been amended, modified or terminated in such manner as would affect the Remarketing Agent or its duties without the consent of the Remarketing Agent, or (iv) any condition to performance by the Remarketing Agent as may hereunder shall not be provided in satisfied. Any subsequent Remarketing Agent shall be selected by the Remarketing AgreementRepresentative, with notice to the Indenture Trustee, provided, however, that, with the Representative's consent, the co-remarketing agent (or one of them, at the Representative's discretion) shall become effective until a successor the Remarketing Agent has delivered a written acceptance of appointment automatically if the Remarketing Agent ceases to act as Remarketing Agent for any reason. In the Trustee and the Borrower has provided the notice required by Section 5.8 event of the Agreementresignation or removal of the Remarketing Agent, unless at the time of Remarketing Agent shall pay over, assign and deliver the Auction Rate Notes held by it in such removal or resignation there is no requirement capacity to its successor. In the event that there be the Representative shall fail to appoint a Remarketing AgentAgent hereunder, the Indenture Trustee may do so.

Remarketing Agent. The initial Remarketing Agent shall be Banc of America Securities LLC. At any time at which the Bonds are then bearing bear interest at a Daily Rate, a Weekly Rate or a Flexible Rate, there shall be a Remarketing Agent in place with respect to such Bonds, appointed in accordance with the terms of this Section 4.08. Not less than 60 days before the end of any Term Rate Period or 60 days before the end of any Auction Rate Period, the The Borrower shall appoint a Remarketing Agent and provide notice of such appointment to the Issuer. The Borrower shall appoint the Remarketing Agent, with the consent of the Liquidity Provider or the Bank, as applicable, prior to the delivery of any notice of conversion to a Daily Rate Period, Weekly Rate Period or Flexible Rate Period pursuant to Section 2.03(a)(iii), (b)(iii) or (d)(iii), respectively. The Borrower, with the consent of the Liquidity Provider or the Bank, as applicable, may remove the Remarketing Agent at any time upon at least five (5) Business Days’ written notice to the Remarketing Agent with a copy to the Issuerin writing. The Remarketing Agent may at any time resign and be discharged of its duties and obligations created by this Indenture by giving at least thirty (30) Business Days’ notice to the Issuer, the Borrower and the Trustee or such shorter period as the Issuer, the Borrower, the Trustee and the Remarketing Agent agree. Upon removal or resignation of the Remarketing Agent for with respect to Bonds then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, the Borrower shall, with the consent of the Liquidity Provider or the Bank, as applicable, appoint a successor Remarketing Agent for such Bonds and provide notice of such appointment to the IssuerBonds. Any Remarketing Agent appointed under this Section 4.08 shall signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Trustee and the Borrower which shall set forth such procedural and other matters relating to the remarketing of the Bonds as shall be satisfactory to the Issuer, the Trustee and the Borrower. No removal of or resignation by the Remarketing Agent (whether at the direction of the Borrower or by the Remarketing Agent as may be provided in the Remarketing Agreement) shall become effective until a successor Remarketing Agent has delivered a written acceptance of appointment to the Trustee and the Borrower has provided the notice required by Section 5.8 of the Agreement, unless at the time of such removal or resignation there is no requirement that there be a Remarketing Agent.

Remarketing Agent. The initial Company has, pursuant to the Remarketing Agreement, appointed First Union Capital Markets Group of First Union National Bank of North Carolina, Charlotte, North Carolina, as Remarketing Agent for the Bonds, subject to the conditions set forth herein. The Remarketing Agent has, pursuant to the Remarketing Agreement, designated to the Trustee its principal office, signified its acceptance of the duties and obligations imposed upon it hereunder and agreed to perform the duties specified to be performed by it in Articles II and III hereof and in the Bonds, and in particular those duties relating to remarketing of Bonds and determining the interest rate applicable to each Series of the Bonds from time to time. The Remarketing Agent shall be Banc of America Securities LLC. At any time at which the Bonds are then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, there shall be a Remarketing Agent in place with respect to such Bonds, appointed in accordance with the terms of this Section 4.08. Not less than 60 days before the end of any Term Rate Period or 60 days before the end of any Auction Rate Period, the Borrower shall appoint a Remarketing Agent and provide notice of such appointment to the Issuer. The Borrower shall appoint the Remarketing Agent, with the consent member of the Liquidity Provider or National Association of Securities Dealers, Inc. and authorized to perform all the Bank, as applicable. The Borrower, with the consent of the Liquidity Provider or the Bank, as applicable, may remove the Remarketing Agent at any time duties imposed upon at least five (5) Business Days’ written notice to the Remarketing Agent with a copy to the Issuerit by this Indenture. The Remarketing Agent may at any time resign and be discharged of its the duties and obligations created by this Indenture by giving at least thirty (30) Business Days’ 30 days' notice to the Issuer, the Borrower and the Trustee or such shorter period as the IssuerCompany, the Borrower, the Trustee and the Remarketing Agent agree. Upon removal or resignation of the Remarketing Agent for Bonds then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, the Borrower shall, with the consent of the Liquidity Provider or the Bank, as applicable, appoint a successor the Tender Agent and the Trustee. The Remarketing Agent for such Bonds and provide notice of such appointment to may be removed at any time, at the Issuer. Any Remarketing Agent appointed under this Section 4.08 shall signify its acceptance election of the duties Company, by an instrument signed by the Company on behalf of the Issuer and obligations imposed upon it hereunder mailed by a written instrument of acceptance delivered first class mail to the Issuer, the Trustee Remarketing Agent, the Bank, the Tender Agent and the Borrower which shall set forth such procedural and other matters relating Trustee not fewer than 30 days prior to the remarketing date proposed for removal. In the event of the Bonds as resignation or removal of the Remarketing Agent, it shall be satisfactory the responsibility of the Company to designate a successor (which position may be held jointly), and the old 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 Issuer, the Trustee and the BorrowerTender Agent. No removal successor Remarketing Agent may be an Affiliate of or resignation by the Company. In the event that the Remarketing Agent (whether at shall resign, be removed or be dissolved, or if the direction property or affairs of the Borrower or by 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 Company shall not have made a timely appointment of a successor as may Remarketing Agent, the Tender Agent shall be provided in deemed to be the Remarketing Agreement) shall become effective Agent for all purposes of this Indenture until the appointment by the Company of a successor Remarketing Agent has delivered a written acceptance of appointment to Agent; provided, however, that the Trustee and the Borrower has provided the notice required by Section 5.8 of the AgreementTender Agent, unless at the time of such removal or resignation there is no requirement that there be a in its capacity as Remarketing Agent., shall not be required to sell Bonds or to perform the duties with respect thereto. [END OF ARTICLE V]

Remarketing Agent. The Issuer, at the request of the Obligor, hereby appoints Comerica Securities as initial Remarketing Agent to act in connection with the remarketing of Bonds as provided in this Indenture. The Obligor shall appoint any successor Remarketing Agent subject to the conditions set forth in this Section 911. The Remarketing Agent shall enter into the Remarketing Agreement accepting its duties and obligations hereunder, copies of which shall be Banc of America Securities LLCdelivered to the Trustee, and shall designate its principal office to the Issuer and the Trustee in said Remarketing Agreement or by separate written instrument delivered to such parties. At any time Any successor Remarketing Agent must be an institution acceptable to the Bank and rated at which least "Baa3" by Moody's (or Moody's shall have provided written evidence that such successor Remarketing Agent is otherwise acceptable to Moody's) if the Bonds are then bearing interest rated by Moody's and at a Daily Rate, a Weekly Rate least "BBB-" or a Flexible Rate, there "A-3" by S&P (or S&P shall be a have provided written evidence that such successor Remarketing Agent in place with respect is otherwise acceptable to such BondsS&P) if the Bonds are then rated by S&P, appointed in accordance with and authorized by law to undertake and perform all the terms of duties imposed upon it by this Section 4.08. Not less than 60 days before the end of any Term Rate Period or 60 days before the end of any Auction Rate Period, the Borrower shall appoint a Remarketing Agent and provide notice of such appointment to the Issuer. The Borrower shall appoint the Remarketing Agent, with the consent of the Liquidity Provider or the Bank, as applicable. The Borrower, with the consent of the Liquidity Provider or the Bank, as applicable, may remove the Remarketing Agent at any time upon at least five (5) Business Days’ written notice to the Remarketing Agent with a copy to the IssuerIndenture. The Remarketing Agent may at any time resign and be discharged of its the duties and obligations created by this Indenture by giving at least thirty (30) Business Days’ 30 days' notice to the Issuer, the Borrower Bank, the Obligor and the Trustee or such shorter period as the Issuer, the Borrower, the Trustee and the Trustee. The Remarketing Agent agree. Upon removal or resignation of the Remarketing Agent for Bonds then bearing interest may be removed at a Daily Rate, a Weekly Rate or a Flexible Rate, the Borrower shall, with the consent of the Liquidity Provider or the Bank, as applicable, appoint a successor Remarketing Agent for such Bonds and provide notice of such appointment to the Issuer. Any Remarketing Agent appointed under this Section 4.08 shall signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Trustee and the Borrower which shall set forth such procedural and other matters relating to the remarketing of the Bonds as shall be satisfactory to the Issuer, the Trustee and the Borrower. No removal of or resignation by the Remarketing Agent (whether any time at the direction of the Borrower or Obligor by an instrument signed by the Remarketing Agent as may be provided in Obligor and filed at least 30 days prior to such removal with the Remarketing Agreement) Agent, the Bank, the Issuer and the Trustee. No removal or resignation hereunder shall become effective until prior to the acceptance of appointment of a successor Remarketing Agent has delivered hereunder. In the event that the Obligor shall fail to appoint a written acceptance 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 appointment to the Trustee 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 Borrower has provided Obligor shall not have appointed its successor as Remarketing Agent, the notice required by Section 5.8 Trustee, notwithstanding the provisions of the Agreementfirst paragraph of this Section, unless at shall ipso facto be deemed to be the time Remarketing Agent for all purposes of such removal this Indenture until the appointment by the Obligor of the Remarketing Agent or resignation there is no requirement that there be a successor Remarketing Agent, as the case may be; provided, however, that the Trustee, in its capacity as Remarketing Agent, shall not be required to remarket Bonds or to determine the interest rate on the Bonds except in the manner provided herein as appropriate. By virtue of accepting appointment as such, the Remarketing Agent shall agree to comply with all federal and state securities laws in remarketing the Bonds. The Trustee has no obligation to supervise or monitor such compliance.

Remarketing Agent. The First Union Capital Markets, a division of Wheat First Securities, Inc. ("First Union Capital Markets") is hereby appointed as initial Remarketing Agent shall be Banc of America Securities LLCto serve as agent for the Representative in connection with Auctions. At any time at which The Indenture Trustee is hereby directed to, enter into the Bonds are then bearing interest at a Daily Rate, a Weekly initial Interest Rate or a Flexible Rate, there shall be a Services Agreement with First Union Capital Markets. The Remarketing Agent in place with respect to such Bonds, appointed in accordance with the terms of this Section 4.08. Not less than 60 days before the end of any Term Rate Period or 60 days before the end of any Auction Rate Period, the Borrower shall appoint a Remarketing Agent and provide notice of such appointment to the Issuer. The Borrower shall appoint the Remarketing Agentmay, with the consent of the Liquidity Provider or Representative and the Bank, as applicable. The Borrower, with Note Insurer and notice to the consent Indenture Trustee and designation of the Liquidity Provider party authorized to direct the Indenture Trustee, enter into an agreement with one or the Bank, as applicable, may remove more co-remarketing agents under which certain duties of the Remarketing Agent at may be delegated to the co-remarketing agent. The Remarketing Agent, any time upon at least five (5) Business Days’ written notice successors to the Remarketing Agent with and any co-remarketing agent shall be members of the National Association of Securities Dealers, Inc. having a copy capitalization acceptable to the IssuerRepresentative and the Note Insurer and authorized by laws to perform all the duties imposed upon them hereunder, under the Sale and Servicing Agreement and under the Interest Rate Services Agreement. The Remarketing Agent may at any time resign and be discharged of its the duties and obligations created by this Indenture the Sale and Servicing Agreement and the Interest Rate Services Agreement by giving at least thirty sixty (3060) Business Days’ days' written notice to the IssuerRepresentative, the Borrower Note Insurer and the Trustee or such shorter period as Indenture Trustee. The Remarketing Agent may be removed upon at least sixty (60) days' written notice to the IssuerRemarketing Agent, at the Borrower, direction of the Representative and with the prior written consent of the Indenture Trustee and the Note Insurer, by an instrument signed by the Representative and filed with the Remarketing Agent agreeAgent, the Indenture Trustee and the Note Insurer. Upon Notwithstanding the foregoing, no resignation or removal or resignation of the Remarketing Agent for Bonds then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, the Borrower shall, with the consent of the Liquidity Provider or the Bank, as applicable, appoint shall be effective unless and until a successor Remarketing Agent for shall have been appointed; provided that such Bonds and provide notice of such appointment to the Issuer. Any Remarketing Agent appointed under this Section 4.08 shall signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Trustee and the Borrower which shall set forth such procedural and other matters relating to the remarketing of the Bonds as shall be satisfactory to the Issuer, the Trustee and the Borrower. No removal of or resignation by the Remarketing Agent shall be effective upon such sixty (60) days' written notice whether or not a successor has been appointed if and when the Remarketing Agent reasonably determines that any one of the following shall obtain: (i) the Representative is not diligently pursuing the appointment of a successor Remarketing Agent at the direction level of compensation then generally paid in the marketplace for the services to be performed by the successor Remarketing Agent, (ii) events have occurred which materially adversely affect the Remarketing Agent's ability to fulfill its duties as Remarketing Agent, including the elimination of the Borrower Remarketing Agent's capacity to fulfill the duties of the Remarketing Agent or a determination by counsel to the Remarketing Agent that continuation of performance as such hereunder would be contrary to law or would expose the Remarketing Agent to material risk of illegality, (iii) the Sale and Servicing Agreement has been amended, modified or terminated in such manner as would affect the Remarketing Agent or its duties without the consent of the Remarketing Agent, or (iv) any condition to performance by the Remarketing Agent as may hereunder shall not be provided in satisfied. Any subsequent Remarketing Agent shall be selected by the Remarketing AgreementRepresentative, with the prior written consent of the Note Insurer with notice to the Indenture Trustee, provided, however, that, with the Representative's consent, the co-remarketing agent (or one of them, at the Representative's discretion and the prior written consent of the Note Insurer) shall become effective until a successor the Remarketing Agent has delivered a written acceptance of appointment automatically if the Remarketing Agent ceases to act as Remarketing Agent for any reason. In the Trustee and the Borrower has provided the notice required by Section 5.8 event of the Agreementresignation or removal of the Remarketing Agent, unless the Remarketing Agent shall pay over, assign and deliver the Auction Rate Notes held by it in such capacity to its successor. In the event that the Representative shall fail to appoint a Remarketing Agent hereunder, the Indenture Trustee may do so at the time direction and with the written consent of such removal or resignation there is no requirement that there be a Remarketing Agentthe Note Insurer.

Remarketing Agent. The initial Remarketing Agent shall be Banc of America Securities LLC. At any time at which the Until all Bonds are then bearing bear interest at a Daily Rate, a Weekly Rate or a Flexible the Fixed Rate, there shall be a Remarketing Agent appointed with power to act in place with respect to such Bonds, appointed in accordance with the terms discharge of this Section 4.08. Not less than 60 days before the end duties of any Term Rate Period or 60 days before the end of any Auction Rate Period, the Borrower shall appoint a Remarketing Agent and provide notice hereunder, including the setting of such appointment interest rates on the Bonds. Such Remarketing Agent shall at all times be a bank or trust company or a member of the New York Stock Exchange or the National Association of Securities Dealers, authorized by law to perform all the Issuer. The Borrower shall appoint duties imposed by this Indenture on the Remarketing Agent. Any corporation into which any Remarketing Agent may be merged or converted or with which it may be consolidated, with or any corporation succeeding to the consent municipal investment banking business of any Remarketing Agent, shall be the Liquidity Provider or the Bank, as applicable. The Borrower, with the consent successor of the Liquidity Provider or the Bank, as applicable, may remove the Remarketing Agent at hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any time upon at least five (5) Business Days’ written notice to further act on the part of the parties hereto or the Remarketing Agent with a copy to the Issueror such successor. The Any Remarketing Agent may at any time resign and be discharged of its duties and obligations created by this Indenture by giving at least thirty (30) Business Days’ 30 days prior written notice of such resignation to the IssuerTrustee, the Borrower District, the Credit Enhancer, if any, the Liquidity Bank, if any, the Tender Agent and the Trustee or District. The District may at any time terminate the agency of any Remarketing Agent by giving not less than 30 days prior written notice of such shorter period as the Issuertermination to such Remarketing Agent, the BorrowerTrustee, the Trustee Tender Agent, the Credit Enhancer and the Liquidity Bank. Upon the giving of such a notice of resignation or upon such a termination, or in case at any time any Remarketing Agent agree. Upon removal or resignation of the Remarketing Agent for Bonds then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rateshall cease to be eligible under this Section, the Borrower shall, with the consent of the Liquidity Provider or the Bank, as applicable, District shall promptly appoint a successor Remarketing Agent for such Bonds and provide shall give written notice of such appointment to the IssuerDistrict, Tender Agent, the Credit Enhancer, if any, and the Liquidity Bank, if any. Any The District will cause each Remarketing Agent appointed under this Section 4.08 shall signify its acceptance of the duties to execute and obligations imposed upon it hereunder by a written instrument of acceptance delivered deliver to the Issuer, Trustee a Remarketing Agreement in which such Remarketing Agent shall agree with the Trustee and the Borrower which shall set forth such procedural and other matters relating District, subject to the remarketing provisions of this Section, that such Remarketing Agent will observe and perform the Bonds as shall be satisfactory to the Issuer, the Trustee and the Borrower. No removal duties of or resignation by the Remarketing Agent (whether at hereunder. Subject to the direction provisions of the Borrower or by any Remarketing Agreement, the Remarketing Agent as may shall be provided in the Remarketing Agreement) shall become effective until a successor Remarketing Agent has delivered a written acceptance of appointment paid reasonable compensation for its services hereunder, but solely from and to the Trustee and extent of funds advanced by the Borrower has provided Company at the notice required by Section 5.8 request of the Agreement, unless at District for such purpose pursuant to the time Facilities Lease. The provisions of such removal or resignation there is no requirement that there Sections 8.04 and 8.05 of this Indenture shall be a applicable to any Remarketing Agent.

Remarketing Agent. The Gates Capital Corporation, New York, New York, has been appointed initial Remarketing Agent shall be Banc of America Securities LLC. At any time at which for the Bonds are then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, there shall be a Remarketing Agent in place with respect to such Bonds, appointed in accordance with the terms of this Section 4.08. Not less than 60 days before the end of any Term Rate Period or 60 days before the end of any Auction Rate Period, the Borrower shall appoint a Remarketing Agent and provide notice of such appointment pursuant to the IssuerOffering Agreement. The Borrower shall appoint Corporation shall, within 15 days of the resignation or removal of the Remarketing Agent, with the consent of the Liquidity Provider or the Bank, as applicable. The Borrower, with the consent of the Liquidity Provider or the Bank, as applicable, may remove the Remarketing Agent at any time upon at least five (5) Business Days’ written notice to the Remarketing Agent with a copy to the Issuer. The Remarketing Agent may at any time resign and be discharged of its duties and obligations created by this Indenture by giving at least thirty (30) Business Days’ notice to the Issuer, the Borrower and the Trustee or such shorter period as the Issuer, the Borrower, the Trustee and the Remarketing Agent agree. Upon removal or resignation of the Remarketing Agent for Bonds then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, the Borrower shall, with the consent of the Liquidity Provider or the Bank, as applicable, appoint a successor Remarketing Agent for such Bonds and provide the Bonds, subject to the conditions set forth in Section 9.12 hereof; provided that a single entity shall serve as Remarketing Agent with respect to all Series of Bonds. If the Corporation fails to appoint a successor Remarketing Agent within 30 days of the resignation or removal of the Remarketing Agent, the Credit Banks may jointly appoint a successor Remarketing Agent, subject to the conditions set forth in Section 9.12 hereof. In the event a successor Remarketing Agent has not be appointed at a time when a notice of optional tender is to be delivered by a Registered Owner, such appointment optional tender notice shall instead be delivered to the IssuerTrustee until a successor Remarketing Agent is appointed. Any successor Remarketing Agent appointed under this Section 4.08 shall designate to the Trustee, the Tender Agent, the Credit Banks and the Corporation its Principal Office, and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the IssuerCorporation, the Trustee Credit Banks and the Borrower Trustee (with a copy thereof mailed by certified mail to each Bond Owner) under which shall set forth the Remarketing Agent will agree particularly to (a) use its best efforts to remarket any Bond tendered or deemed to be tendered for purchase in accordance with the terms hereof; (b) keep such procedural books and other matters relating to the remarketing of the Bonds records as shall be satisfactory consistent with prudent industry practice and the Offering Agreement, and make the information contained in such books and records available to the IssuerTrustee, the Trustee and the Borrower. No removal of or resignation by Credit Banks, the Remarketing Agent and the Corporation at all reasonable times; and (whether at c) determine the direction Daily Rate, the Floating Rate, the Adjustable Rate and the Fixed Rate as required herein. As long as the Bonds of the Borrower or by a Series are held in a book-entry-only system, the Remarketing Agent as may must be provided the sole participant in the Remarketing Agreement) shall become effective until a successor Remarketing Agent has delivered a written acceptance of appointment such system with respect to the Trustee and the Borrower has provided the notice required by Section 5.8 of the Agreement, unless at the time Bonds of such removal or resignation there is no requirement that there be a Remarketing AgentSeries.

Remarketing Agent. The initial Remarketing Agent shall be Banc of America Securities LLC. At any time Lehmxx Xxxthers Inc., provided, however, that the Issuer may at which its own discretion, and shall, at the Bonds are then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, there shall be a Remarketing Agent in place with respect to such Bonds, appointed in accordance with the terms of this Section 4.08. Not less than 60 days before the end of any Term Rate Period or 60 days before the end of any Auction Rate Period, the Borrower shall appoint a Remarketing Agent and provide notice of such appointment to the Issuer. The Borrower shall appoint the Remarketing Agent, with the consent written direction of the Liquidity Provider or the Bank, as applicable. The Borrower, with the consent of the Liquidity Provider or the Bank, as applicable, may remove the Remarketing Agent at any time upon at least five (5) Business Days’ written ' notice to in writing; provided, further, the appointment of any Remarketing Agent shall terminate upon the defeasance of all Series 1999B Bonds (and all Bonds of Tax-Exempt Series into which they may be converted) in accordance with the provisions of Article VIII hereof, or the date in which all Series 1999B Bonds (and all Bonds of Tax-Exempt Series into which they may be converted) are in a copy to Term Rate Period or Taxable Term Rate Period ending on the Issuermaturity date of such Bonds. The Remarketing Agent may at any time resign and be discharged Issuer shall, with the concurrence of its duties and obligations created by this Indenture by giving at least thirty (30) Business Days’ notice to the Issuer, the Borrower and the Trustee or such shorter period as the Issuer, the Borrower, the Trustee and the Remarketing Agent agree. Upon removal or resignation of the Remarketing Agent for Bonds then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, the Borrower shall, with the consent of the Liquidity Provider or the Bank, as applicableProvider, appoint a successor Remarketing Agent for such Bonds and provide notice upon the removal or resignation of such appointment to the Issuer. Any a Remarketing Agent appointed under this Section 4.08 unless all Bonds are in a Term Rate Period or Taxable Term Rate Period ending on the maturity date for such Bonds. The Remarketing Agent shall signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Trustee and the Borrower which shall set forth such procedural and other matters relating to the remarketing of the Bonds as shall be satisfactory to the Issuer, the Trustee and the Borrower. No removal of or resignation by the Remarketing Agent (whether at the direction of the Borrower Issuer or the Borrower, by the Remarketing Agent as may be provided in the Remarketing Agreement, or by automatic termination as described above) shall become effective until a successor Remarketing Agent has delivered a written acceptance of appointment to the Trustee and the Borrower has provided the notice required by Section 5.8 of the Agreement, unless at the time of such removal or resignation there is no requirement that there be a Remarketing Agent.

Remarketing Agent. { TC "Section 7.04. Remarketing Agent" \f C \l "2" }. The initial Board shall appoint one or more Remarketing Agents for the purpose of determining the interest rate on the Bonds in a Short-Term Rate Period and remarketing the Series 2014_ Bonds as provided herein. The Initial Remarketing Agent shall be Banc of America Securities LLC. At any time at which and the Bonds Initial Remarketing Agreement executed and delivered on the Issue Date are then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, there shall be a Remarketing Agent in place with respect each deemed to such Bonds, appointed in accordance comply with the terms provisions of this Section 4.08. Not less than 60 days before the end of any Term Rate Period or 60 days before the end of any Auction Rate Period, the Borrower shall appoint a Remarketing Agent 7.04 and provide notice of such appointment to the IssuerSection 7.05. The Borrower shall appoint the Remarketing AgentBoard, with the consent of the Liquidity Provider or Credit Provider, if any and the Bank, as applicable. The Borrowerif any, with the consent of the Liquidity Provider or the Bank, as applicable, may remove the shall appoint any successor Remarketing Agent at any time upon at least five for the Series 2014_ Bonds (5) Business Days’ written notice except for assignees permitted under the following sentence), subject to the conditions set forth in Section 7.05. To the extent permitted by any Remarketing Agent with a copy to Agreement then in effect, the Issuer. The Remarketing Agent may at any time resign and be discharged transfer all of its duties and obligations created by this Indenture by giving at least thirty (30) Business Days’ notice as Remarketing Agent hereunder to an affiliate of such Remarketing Agent that satisfies the Issuerconditions set forth in Section 7.05 and, the Borrower and the Trustee or upon such shorter period as the Issuertransfer, the Borrower, the Trustee and such affiliate shall automatically become the Remarketing Agent agree. Upon removal or resignation of the Remarketing Agent for Bonds then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, the Borrower shall, with the consent of the Liquidity Provider or the Bank, as applicable, appoint a successor Remarketing Agent for such Bonds and provide notice of such appointment to the Issuerhereunder without any further action. Any Remarketing Agent appointed under this Section 4.08 shall designate to the Board and the Bond Registrar its designated office for purposes hereof, which shall be the office of such Remarketing Agent at which all notices and other communications in connection herewith may be delivered to it, and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the IssuerBoard, the Trustee Bond Registrar, the Bank, if any, and the Borrower Credit Provider, if any, under which such Remarketing Agent shall set forth agree particularly (i) to hold all Bonds delivered to it hereunder in trust for the benefit of the respective Holders of Series 2014_ Bonds that delivered such procedural and other matters relating Series 2014_ Bonds until moneys representing the Purchase Price of such Series 2014_ Bonds are delivered to or for the account of or to the remarketing order of such Holders of Series 2014_ Bonds; (ii) to hold all moneys delivered to it hereunder for the purchase of Series 2014_ Bonds in trust for the benefit of the person or entity that has delivered such moneys until the Series 2014_ Bonds as shall be satisfactory purchased with such moneys are delivered to or for the Issueraccount of such person or entity; and (iii) to keep books and records with respect to its activities hereunder available for inspection by the Bond Registrar, the Trustee Board, the Bank, if any, and the Borrower. No removal of or resignation by the Remarketing Agent (whether Credit Provider, if any, at the direction of the Borrower or by the Remarketing Agent as may be provided in the Remarketing Agreement) shall become effective until a successor Remarketing Agent has delivered a written acceptance of appointment to the Trustee and the Borrower has provided the notice required by Section 5.8 of the Agreement, unless at the time of such removal or resignation there is no requirement that there be a Remarketing Agentall reasonable times.

Remarketing Agent. The initial Issuer and the Company have, pursuant to the Remarketing Agreement, appointed Merchant Capital, L.L.C., Montgomery, Alabama, as Remarketing Agent for the Bonds, subject to the conditions set forth herein. Pursuant to the Remarketing Agreement, the Remarketing Agent has also been appointed by the Company as Remarketing Agent for the Company Bonds. The Remarketing Agent has, pursuant to the Remarketing Agreement, designated to the Trustee its principal office, signified its acceptance of the duties and obligations imposed upon it hereunder and agreed to perform the duties specified to be performed by it in Articles II and III hereof and in the Bonds, and in particular those duties relating to remarketing of Bonds and determining the interest rate applicable to the Bonds from time to time. The Remarketing Agent shall be Banc of America Securities LLC. At any time at which the Bonds are then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, there shall be a Remarketing Agent in place with respect to such Bonds, appointed in accordance with the terms of this Section 4.08. Not less than 60 days before the end of any Term Rate Period or 60 days before the end of any Auction Rate Period, the Borrower shall appoint a Remarketing Agent and provide notice of such appointment to the Issuer. The Borrower shall appoint the Remarketing Agent, with the consent member of the Liquidity Provider or National Association of Securities Dealers, Inc. and authorized to perform all the Bank, as applicable. The Borrower, with the consent of the Liquidity Provider or the Bank, as applicable, may remove the Remarketing Agent at any time duties imposed upon at least five (5) Business Days’ written notice to the Remarketing Agent with a copy to the Issuerit by this Indenture. The Remarketing Agent may at any time resign and be discharged of its the duties and obligations created by this Indenture by giving at least thirty (30) Business Days30 days’ notice to the Issuer, the Borrower and the Trustee or such shorter period as the IssuerCompany, the Borrower, the Trustee and the Remarketing Agent agree. Upon removal or resignation of the Remarketing Agent for Bonds then bearing interest at a Daily Rate, a Weekly Rate or a Flexible Rate, the Borrower shall, with the consent of the Liquidity Provider or the Bank, as applicable, appoint a successor the Tender Agent and the Trustee. The Remarketing Agent for such Bonds and provide notice of such appointment to may be removed at any time, at the Issuer. Any Remarketing Agent appointed under this Section 4.08 shall signify its acceptance election of the duties Company, by an instrument signed by the Company on behalf of the Issuer and obligations imposed upon it hereunder mailed by a written instrument of acceptance delivered first class mail to the Issuer, the Trustee Remarketing Agent, the Bank, the Tender Agent and the Borrower which shall set forth such procedural and other matters relating Trustee not fewer than 30 days prior to the remarketing date proposed for removal. In the event of the Bonds as resignation or removal of the Remarketing Agent, it shall be satisfactory the responsibility of the Company to designate a successor (which position may be held jointly), and the old 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 Issuer, the Trustee and the BorrowerTender Agent. No removal successor Remarketing Agent may be an Affiliate of or resignation by the Company. In the event that the Remarketing Agent (whether at shall resign, be removed or be dissolved, or if the direction property or affairs of the Borrower or by 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 Company shall not have made a timely appointment of a successor as may Remarketing Agent, the Tender Agent shall be provided in deemed to be the Remarketing Agreement) shall become effective Agent for III purposes of this Indenture until the appointment by the Company of a successor Remarketing Agent has delivered a written acceptance of appointment to Agent; provided, however, that the Trustee and the Borrower has provided the notice required by Section 5.8 of the AgreementTender Agent, unless at the time of such removal or resignation there is no requirement that there be a in its capacity as Remarketing Agent, shall not be required to sell Bonds or to perform the duties with respect thereto.