Common use of Remarketing Agent Clause in Contracts

Remarketing Agent. (a) SouthTrust Securities, Inc. is hereby appointed as "Remarketing Agent" for the Bonds, subject to the conditions set forth in this Section. (b) The Remarketing Agent shall signify its acceptance of the duties and obligations imposed upon it by this Indenture by execution and delivery of an agreement satisfactory to the Trustee. (c) The Remarketing Agent shall be authorized by law to perform all the duties imposed upon it by this Indenture. (d) The Remarketing Agent may resign at any time by giving 30 days' prior written notice thereof to the Issuer, the Trustee, the Users and the Credit Obligor; provided, however, that no such resignation shall become effective until a successor Remarketing Agent has been appointed and has accepted its duties and obligations hereunder. (e) The Users may, with the prior written consent of the Credit Obligor, remove the Remarketing Agent at any time upon 30 days' prior written notice thereof to the Remarketing Agent, the Issuer and the Trustee. (f) If at any time: (1) the Remarketing Agent shall cease to be eligible under this Section and shall fail to resign after written request therefor by the Users, or (2) the Remarketing Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Remarketing Agent or of its property shall be appointed or any public officer shall take charge or control of the Remarketing Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Users may remove the Remarketing Agent upon 7 days' written notice thereof to the Remarketing Agent, the Credit Obligor, the Issuer and the Users. (g) If the Remarketing Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Remarketing Agent for any cause, the Issuer shall, with the prior written consent of the Users and the Credit Obligor, promptly appoint a successor Remarketing Agent. (h) Any successor Remarketing Agent shall be appropriately registered and licensed, and be acceptable to the Users, the Trustee and to any Rating Agency which shall then maintain a rating with respect to the Bonds. (i) The Trustee shall give notice of each resignation and each removal of the Remarketing Agent and each appointment of a successor Remarketing Agent by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Bonds as their names and addresses appear in the Bond Register. Each notice shall include the name of the successor Remarketing Agent and the address of its principal office.

Remarketing Agent. (a) SouthTrust SecuritiesThe Company has, Inc. is hereby 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" Agent for the Bonds, subject to the conditions set forth in this Section. (b) herein. The Remarketing Agent shall signify 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 this Indenture by execution it in Articles II and delivery III hereof and in the Bonds, and in particular those duties relating to remarketing of an agreement satisfactory Bonds and determining the interest rate applicable to each Series of the Trustee. (c) Bonds from time to time. The Remarketing Agent shall be a member of the National Association of Securities Dealers, Inc. and authorized by law to perform all the duties imposed upon it by this Indenture. (d) . The Remarketing Agent may resign at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 30 days' prior written notice thereof to the Issuer, the TrusteeCompany, the Users Bank, the Tender Agent and the Credit Obligor; provided, however, that no such resignation shall become effective until a successor Trustee. The Remarketing Agent has been appointed and has accepted its duties and obligations hereunder. (e) The Users maymay be removed at any time, with at the prior written consent election of the Credit ObligorCompany, remove by an instrument signed by the Remarketing Agent at any time upon 30 days' prior written notice thereof Company on behalf of the Issuer and mailed by first class mail to the Issuer, the Remarketing Agent, the Issuer Bank, the Tender Agent and the Trustee. (f) If at any time: (1) Trustee not fewer than 30 days prior to the Remarketing Agent shall cease to be eligible under this Section and shall fail to resign after written request therefor by date proposed for removal. In the Users, or (2) the Remarketing Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver event of the Remarketing Agent resignation or removal of its property shall be appointed or any public officer shall take charge or control of the Remarketing Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Users may remove the Remarketing Agent upon 7 days' written notice thereof to the Remarketing Agent, it shall be the Credit Obligorresponsibility of the Company to designate a successor (which position may be held jointly), the Issuer and the Users. (g) If 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 Tender Agent. No successor Remarketing Agent may be an Affiliate of the Company. In the event that the Remarketing Agent shall resign, be removed or become incapable of actingbe 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 Company shall not have made a vacancy timely appointment of a successor as Remarketing Agent, the Tender Agent shall occur in be deemed to be the office of Remarketing Agent for any cause, all purposes of this Indenture until the Issuer shall, with appointment by the prior written consent Company of the Users and the Credit Obligor, promptly appoint a successor Remarketing Agent. (h) Any successor ; provided, however, that the Tender Agent, in its capacity as Remarketing Agent Agent, shall not be appropriately registered and licensed, and be acceptable required to sell Bonds or to perform the Users, the Trustee and to any Rating Agency which shall then maintain a rating duties with respect to the Bonds. (i) The Trustee shall give notice of each resignation and each removal of the Remarketing Agent and each appointment of a successor Remarketing Agent by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Bonds as their names and addresses appear in the Bond Registerthereto. Each notice shall include the name of the successor Remarketing Agent and the address of its principal office.[END OF ARTICLE V]

Remarketing Agent. (a) SouthTrust SecuritiesThe Issuer, Inc. is at the request of the Obligor, hereby appointed appoints Comerica Securities as "initial Remarketing Agent" for Agent to act in connection with the Bonds, 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. (b) Section 911. The Remarketing Agent shall signify enter into the Remarketing Agreement accepting its acceptance of the duties and obligations imposed upon it by this Indenture by execution and delivery hereunder, copies of an agreement satisfactory which shall be delivered to the Trustee. (c) The , 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. Any successor Remarketing Agent must be an institution acceptable to the Bank and rated at least "Baa3" by Moody's (or Moody's shall be have provided written evidence that such successor Remarketing Agent is otherwise acceptable to Moody's) if the Bonds are then rated by Moody's and at least "BBB-" or "A-3" by S&P (or S&P shall have provided written evidence that such successor Remarketing Agent is otherwise acceptable to S&P) if the Bonds are then rated by S&P, and authorized by law to undertake and perform all the duties imposed upon it by this Indenture. (d) . The Remarketing Agent may resign at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 30 days' prior written notice thereof to the Issuer, the Bank, the Obligor and the Trustee. The Remarketing Agent may be removed at any time at the direction of the Obligor by an instrument signed by the Obligor and filed at least 30 days prior to such removal with the Remarketing Agent, the Bank, the Issuer and the Trustee. No removal or resignation hereunder shall become effective prior to the acceptance of appointment of a successor Remarketing Agent hereunder. In the event that the Obligor 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 Obligor shall not have appointed its successor as Remarketing Agent, the Trustee, notwithstanding the Users and provisions of the Credit Obligorfirst paragraph of this Section, shall ipso facto be deemed to be the Remarketing Agent for all purposes of this Indenture until the appointment by the Obligor of the Remarketing Agent or successor Remarketing Agent, as the case may be; provided, however, that no such resignation shall become effective until a successor Remarketing Agent has been appointed and has accepted the Trustee, in its duties and obligations hereunder. (e) The Users may, with the prior written consent of the Credit Obligor, remove the Remarketing Agent at any time upon 30 days' prior written notice thereof to the capacity as Remarketing Agent, shall not be required to remarket Bonds or to determine the Issuer and interest rate on the Trustee. (f) If at any time: (1) Bonds except in the manner provided herein as appropriate. By virtue of accepting appointment as such, the Remarketing Agent shall cease agree to be eligible under this Section comply with all federal and shall fail to resign after written request therefor by the Users, or (2) the Remarketing Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Remarketing Agent or of its property shall be appointed or any public officer shall take charge or control of the Remarketing Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, state securities laws in any such case, the Users may remove the Remarketing Agent upon 7 days' written notice thereof to the Remarketing Agent, the Credit Obligor, the Issuer and the Users. (g) If the Remarketing Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Remarketing Agent for any cause, the Issuer shall, with the prior written consent of the Users and the Credit Obligor, promptly appoint a successor Remarketing Agent. (h) Any successor Remarketing Agent shall be appropriately registered and licensed, and be acceptable to the Users, the Trustee and to any Rating Agency which shall then maintain a rating with respect to remarketing the Bonds. (i) . The Trustee shall give notice of each resignation and each removal of the Remarketing Agent and each appointment of a successor Remarketing Agent by mailing written notice of has no obligation to supervise or monitor such event by first-class mail, postage prepaid, to the Holders of Bonds as their names and addresses appear in the Bond Register. Each notice shall include the name of the successor Remarketing Agent and the address of its principal officecompliance.

Remarketing Agent. (a) SouthTrust SecuritiesUntil all Bonds bear interest at the Fixed Rate, Inc. is hereby there shall be a Remarketing Agent appointed as "with power to act in the discharge of the duties of the Remarketing Agent" for Agent hereunder, including the setting of interest rates on the Bonds, subject to the conditions set forth in this Section. (b) The . Such Remarketing Agent shall signify its acceptance at all times be a bank or trust company or a member of the duties and obligations imposed upon it by this Indenture by execution and delivery New York Stock Exchange or the National Association of an agreement satisfactory to the Trustee. (c) The Remarketing Agent shall be Securities Dealers, authorized by law to perform all the duties imposed upon it by this Indenture. (d) The Indenture on the Remarketing Agent. Any corporation into which any Remarketing Agent may resign be merged or converted or with which it may be consolidated, or any corporation succeeding to the municipal investment banking business of any Remarketing Agent, shall be the successor of the Remarketing Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Remarketing Agent or such successor. Any Remarketing Agent may at any time resign by giving at least 30 days' days prior written notice thereof of such resignation to the IssuerTrustee, the District, the Credit Enhancer, if any, the Liquidity Bank, if any, the Tender Agent and the 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 termination to such Remarketing Agent, the Trustee, the Users Tender Agent, the Credit Enhancer and the Credit Obligor; providedLiquidity Bank. Upon the giving of such a notice of resignation or upon such a termination, however, that no such resignation shall become effective until a successor Remarketing Agent has been appointed and has accepted its duties and obligations hereunder. (e) The Users may, with the prior written consent of the Credit Obligor, remove the Remarketing Agent or in case at any time upon 30 days' prior written notice thereof to the Remarketing Agent, the Issuer and the Trustee. (f) If at any time: (1) the Remarketing Agent shall cease to be eligible under this Section and shall fail to resign after written request therefor by the Users, or (2) the Remarketing Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Remarketing Agent or of its property shall be appointed or any public officer shall take charge or control of the Remarketing Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such caseSection, the Users may remove the Remarketing Agent upon 7 days' written notice thereof to the Remarketing Agent, the Credit Obligor, the Issuer and the Users. (g) If the Remarketing Agent District shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Remarketing Agent for any cause, the Issuer shall, with the prior written consent of the Users and the Credit Obligor, promptly appoint a successor Remarketing Agent and shall give written notice of such appointment to the District, Tender Agent. (h) Any successor , the Credit Enhancer, if any, and the Liquidity Bank, if any. The District will cause each Remarketing Agent to execute and deliver to the Trustee a Remarketing Agreement in which such Remarketing Agent shall agree with the Trustee and the District, subject to the provisions of this Section, that such Remarketing Agent will observe and perform the duties of the Remarketing Agent hereunder. Subject to the provisions of any Remarketing Agreement, the Remarketing Agent shall be appropriately registered paid reasonable compensation for its services hereunder, but solely from and licensed, and be acceptable to the Users, extent of funds advanced by the Trustee Company at the request of the District for such purpose pursuant to the Facilities Lease. The provisions of Sections 8.04 and 8.05 of this Indenture shall be applicable to any Rating Agency which shall then maintain a rating with respect to the BondsRemarketing Agent. (i) The Trustee shall give notice of each resignation and each removal of the Remarketing Agent and each appointment of a successor Remarketing Agent by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Bonds as their names and addresses appear in the Bond Register. Each notice shall include the name of the successor Remarketing Agent and the address of its principal office.

Remarketing Agent. (a) SouthTrust Securities, Inc. First Union Capital Markets Corp. is hereby appointed as "initial Remarketing Agent" Agent to serve as agent for the BondsRepresentative in connection with Auctions. The Indenture Trustee is hereby directed to, subject to enter into the conditions set forth in this Section. (b) initial Interest Rate Services Agreement with First Union Capital Markets. The Remarketing Agent shall signify its acceptance may, with the consent of the duties Representative and obligations imposed upon it by this notice to the Indenture by execution Trustee and delivery designation of the party authorized to direct the Indenture Trustee, enter into an agreement satisfactory with one or more co-remarketing agents under which certain duties of the Remarketing Agent may be delegated to the Trustee. (c) co-remarketing agent. The Remarketing Agent, any successors to the Remarketing Agent and any co-remarketing agent shall be members of the National Association of Securities Dealers, Inc. having a capitalization acceptable to the Representative and authorized by law laws to perform all the duties imposed upon it by this Indenture. (d) them hereunder, under the Sale and Servicing Agreement and under the Interest Rate Services Agreement. The Remarketing Agent may resign at any time by giving 30 days' prior written notice thereof to resign and be discharged of the Issuer, the Trustee, the Users and the Credit Obligor; provided, however, that no such resignation shall become effective until a successor Remarketing Agent has been appointed and has accepted its duties and obligations hereunder. created by the Sale and Servicing Agreement and the Interest Rate Services Agreement by giving at least sixty (e60) days' written notice to the Representative and the Indenture Trustee. The Users mayRemarketing 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 Credit ObligorIndenture Trustee, remove by an instrument signed by the Remarketing Agent at any time upon 30 days' prior written notice thereof to Representative and filed with the Remarketing Agent, the Issuer and Indenture Trustee. Notwithstanding the Trustee. (f) If at any time: (1) the Remarketing Agent shall cease to be eligible under this Section and shall fail to resign after written request therefor by the Usersforegoing, or (2) the Remarketing Agent shall become incapable of acting no resignation or shall be adjudged a bankrupt or insolvent or a receiver of the Remarketing Agent or of its property shall be appointed or any public officer shall take charge or control of the Remarketing Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Users may remove the Remarketing Agent upon 7 days' written notice thereof to the Remarketing Agent, the Credit Obligor, the Issuer and the Users. (g) If the Remarketing Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Remarketing Agent for any cause, the Issuer shall, with the prior written consent of the Users and the Credit Obligor, promptly appoint a successor Remarketing Agent. (h) Any successor Remarketing Agent shall be appropriately registered and licensed, and be acceptable to the Users, the Trustee and to any Rating Agency which shall then maintain a rating with respect to the Bonds. (i) The Trustee shall give notice of each resignation and each removal of the Remarketing Agent shall be effective unless and each until a successor shall have been appointed; provided that such 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 by mailing written notice at the level of such event by first-class mail, postage prepaid, to the Holders of Bonds as their names and addresses appear compensation then generally paid in the Bond Register. Each notice shall include marketplace for the name of 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 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 address Remarketing Agent or its duties without the consent of the Remarketing Agent, or (iv) any condition to performance by the Remarketing Agent hereunder shall not be satisfied. Any subsequent Remarketing Agent shall be selected by the Representative, 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 the Remarketing Agent automatically if the Remarketing Agent ceases to act as Remarketing Agent for any reason. In the event of the resignation or removal of the Remarketing Agent, the Remarketing Agent shall pay over, assign and deliver the Auction Rate Notes held by it in such capacity to its principal officesuccessor. In the event that the Representative shall fail to appoint a Remarketing Agent hereunder, the Indenture Trustee may do so.

Remarketing Agent. (a) SouthTrust SecuritiesThe 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, Inc. is hereby a Weekly Rate or a Flexible Rate, there shall be a Remarketing Agent in place with respect to such Bonds, appointed as "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" for , with the Bondsconsent of the Liquidity Provider or the Bank, subject 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 conditions set forth in this Section. (b) 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 this Indenture by execution and delivery a written instrument of an agreement satisfactory to the Trustee. (c) The Remarketing Agent shall be authorized by law to perform all the duties imposed upon it by this Indenture. (d) The Remarketing Agent may resign at any time by giving 30 days' prior written notice thereof acceptance delivered to the Issuer, the TrusteeTrustee 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 Users Trustee and the Credit Obligor; provided, however, that no such 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 been appointed delivered a written acceptance of appointment to the Trustee and the Borrower has accepted its duties and obligations hereunder. (e) The Users may, with provided the prior written consent notice required by Section 5.8 of the Credit ObligorAgreement, remove unless at the Remarketing Agent at any time upon 30 days' prior written notice thereof to the Remarketing Agent, the Issuer and the Trustee. (f) If at any time: (1) the Remarketing Agent shall cease to of such removal or resignation there is no requirement that there be eligible under this Section and shall fail to resign after written request therefor by the Users, or (2) the Remarketing Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Remarketing Agent or of its property shall be appointed or any public officer shall take charge or control of the Remarketing Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Users may remove the Remarketing Agent upon 7 days' written notice thereof to the Remarketing Agent, the Credit Obligor, the Issuer and the Users. (g) If the Remarketing Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Remarketing Agent for any cause, the Issuer shall, with the prior written consent of the Users and the Credit Obligor, promptly appoint a successor Remarketing Agent. (h) Any successor Remarketing Agent shall be appropriately registered and licensed, and be acceptable to the Users, the Trustee and to any Rating Agency which shall then maintain a rating with respect to the Bonds. (i) The Trustee shall give notice of each resignation and each removal of the Remarketing Agent and each appointment of a successor Remarketing Agent by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Bonds as their names and addresses appear in the Bond Register. Each notice shall include the name of the successor Remarketing Agent and the address of its principal office.

Remarketing Agent. (a) SouthTrust SecuritiesThe Issuer and the Company have, Inc. is hereby pursuant to the Remarketing Agreement, appointed Merchant Capital, L.L.C., Montgomery, Alabama, as "Remarketing Agent" Agent for the Bonds, subject to the conditions set forth in this Section. (b) 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 shall signify 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 this Indenture by execution it in Articles II and delivery III hereof and in the Bonds, and in particular those duties relating to remarketing of an agreement satisfactory Bonds and determining the interest rate applicable to the Trustee. (c) Bonds from time to time. The Remarketing Agent shall be a member of the National Association of Securities Dealers, Inc. and authorized by law to perform all the duties imposed upon it by this Indenture. (d) . The Remarketing Agent may resign at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 30 days' prior written notice thereof to the Issuer, the TrusteeCompany, the Users Bank, the Tender Agent and the Credit Obligor; provided, however, that no such resignation shall become effective until a successor Trustee. The Remarketing Agent has been appointed and has accepted its duties and obligations hereunder. (e) The Users maymay be removed at any time, with at the prior written consent election of the Credit ObligorCompany, remove by an instrument signed by the Remarketing Agent at any time upon 30 days' prior written notice thereof Company on behalf of the Issuer and mailed by first class mail to the Issuer, the Remarketing Agent, the Issuer Bank, the Tender Agent and the Trustee. (f) If at any time: (1) Trustee not fewer than 30 days prior to the Remarketing Agent shall cease to be eligible under this Section and shall fail to resign after written request therefor by date proposed for removal. In the Users, or (2) the Remarketing Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver event of the Remarketing Agent resignation or removal of its property shall be appointed or any public officer shall take charge or control of the Remarketing Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Users may remove the Remarketing Agent upon 7 days' written notice thereof to the Remarketing Agent, it shall be the Credit Obligorresponsibility of the Company to designate a successor (which position may be held jointly), the Issuer and the Users. (g) If 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 Tender Agent. No successor Remarketing Agent may be an Affiliate of the Company. In the event that the Remarketing Agent shall resign, be removed or become incapable of actingbe 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 Company shall not have made a vacancy timely appointment of a successor as Remarketing Agent, the Tender Agent shall occur in be deemed to be the office of Remarketing Agent for any cause, all purposes of this Indenture until the Issuer shall, with appointment by the prior written consent Company of the Users and the Credit Obligor, promptly appoint a successor Remarketing Agent. (h) Any successor ; provided, however, that the Tender Agent, in its capacity as Remarketing Agent Agent, shall not be appropriately registered and licensed, and be acceptable required to sell Bonds or to perform the Users, the Trustee and to any Rating Agency which shall then maintain a rating duties with respect to the Bonds. (i) The Trustee shall give notice of each resignation and each removal of the Remarketing Agent and each appointment of a successor Remarketing Agent by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Bonds as their names and addresses appear in the Bond Registerthereto. Each notice shall include the name of the successor Remarketing Agent and the address of its principal office.[END OF ARTICLE V]

Remarketing Agent. (a) SouthTrust SecuritiesThe Issuer and the Company have, Inc. is hereby pursuant to the Remarketing Agreement, appointed Merchant Capital, L.L.C., Montgomery, Alabama, as "Remarketing Agent" Agent for the Bonds, subject to the conditions set forth in this Section. (b) 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 shall signify 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 this Indenture by execution it in Articles II and delivery III hereof and in the Bonds, and in particular those duties relating to remarketing of an agreement satisfactory Bonds and determining the interest rate applicable to the Trustee. (c) Bonds from time to time. The Remarketing Agent shall be a member of the National Association of Securities Dealers, Inc. and authorized by law to perform all the duties imposed upon it by this Indenture. (d) . The Remarketing Agent may resign at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 30 days' prior written ’ notice thereof to the Issuer, the TrusteeCompany, the Users Bank, the Tender Agent and the Credit Obligor; provided, however, that no such resignation shall become effective until a successor Trustee. The Remarketing Agent has been appointed and has accepted its duties and obligations hereunder. (e) The Users maymay be removed at any time, with at the prior written consent election of the Credit ObligorCompany, remove by an instrument signed by the Remarketing Agent at any time upon 30 days' prior written notice thereof Company on behalf of the Issuer and mailed by first class mail to the Issuer, the Remarketing Agent, the Issuer Bank, the Tender Agent and the Trustee. (f) If at any time: (1) Trustee not fewer than 30 days prior to the Remarketing Agent shall cease to be eligible under this Section and shall fail to resign after written request therefor by date proposed for removal. In the Users, or (2) the Remarketing Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver event of the Remarketing Agent resignation or removal of its property shall be appointed or any public officer shall take charge or control of the Remarketing Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Users may remove the Remarketing Agent upon 7 days' written notice thereof to the Remarketing Agent, it shall be the Credit Obligorresponsibility of the Company to designate a successor (which position may be held jointly), the Issuer and the Users. (g) If 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 Tender Agent. No successor Remarketing Agent may be an Affiliate of the Company. In the event that the Remarketing Agent shall resign, be removed or become incapable of actingbe 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 Company shall not have made a vacancy timely appointment of a successor as Remarketing Agent, the Tender Agent shall occur in be deemed to be the office of Remarketing Agent for any cause, III purposes of this Indenture until the Issuer shall, with appointment by the prior written consent Company of the Users and the Credit Obligor, promptly appoint a successor Remarketing Agent. (h) Any successor ; provided, however, that the Tender Agent, in its capacity as Remarketing Agent Agent, shall not be appropriately registered and licensed, and be acceptable required to sell Bonds or to perform the Users, the Trustee and to any Rating Agency which shall then maintain a rating duties with respect to the Bondsthereto. (i) The Trustee shall give notice of each resignation and each removal of the Remarketing Agent and each appointment of a successor Remarketing Agent by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Bonds as their names and addresses appear in the Bond Register. Each notice shall include the name of the successor Remarketing Agent and the address of its principal office.

Remarketing Agent. (a) SouthTrust Securities, Inc. is hereby appointed as "Remarketing Agent" for the BondsNotes, subject to the conditions set forth in this Section. (b) The Remarketing Agent shall signify its acceptance of the duties and obligations imposed upon it by this Indenture by execution and delivery of an agreement satisfactory to the Trustee. (c) The Remarketing Agent shall be authorized by law to perform all the duties imposed upon it by this Indenture. (d) The Remarketing Agent may resign at any time by giving 30 days' prior written notice thereof to the Issuer, the Trustee, the Users and the Credit Obligor; provided, however, that no such resignation shall become effective until a successor Remarketing Agent has been appointed and has accepted its duties and obligations hereunder. (e) The Users Issuer may, with the prior written consent of the Credit Obligor, remove the Remarketing Agent at any time upon 30 days' prior written notice thereof to the Remarketing Agent, the Issuer and the Trustee. (f) If at any time: (1) the Remarketing Agent shall cease to be eligible under this Section and shall fail to resign after written request therefor by the UsersIssuer, or (2) the Remarketing Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Remarketing Agent or of its property shall be appointed or any public officer shall take charge or control of the Remarketing Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Users Issuer may remove the Remarketing Agent upon 7 days' written notice thereof to the Remarketing Agent, the Credit Obligor, the Issuer and the UsersIssuer. (g) If the Remarketing Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Remarketing Agent for any cause, the Issuer shall, with the prior written consent of the Users Issuer and the Credit Obligor, promptly appoint a successor Remarketing Agent. (h) Any successor Remarketing Agent shall be appropriately registered and licensed, and be acceptable to the UsersIssuer, the Trustee and to any Rating Agency which shall then maintain a rating with respect to the BondsNotes. (i) The Trustee shall give notice of each resignation and each removal of the Remarketing Agent and each appointment of a successor Remarketing Agent by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Bonds Notes as their names and addresses appear in the Bond Note Register. Each notice shall include the name of the successor Remarketing Agent and the address of its principal office.

Remarketing Agent. (a) SouthTrust Securities, Inc. is hereby appointed as "The initial Remarketing Agent" for the Bonds, subject to the conditions set forth in this SectionAgent shall be Alex. Xxxxx & Sons Incorporated. (b) The In addition to the other obligations imposed on the Remarketing Agent hereunder and under the Remarketing Agreement, the Remarketing Agent shall signify its acceptance of agree to keep such books and records as shall be consistent with prudent industry practice and make such books and records available for inspection by the duties Cooperative, the Servicer, the Swap Provider, the Liquidity Provider and obligations imposed upon it by this Indenture by execution and delivery of an agreement satisfactory to the TrusteeTrustee at all reasonable times. (c) The Remarketing Agent shall be authorized by law to perform all the duties imposed upon it by this Indenture. (d) The Remarketing Agent may resign If at any time by giving 30 days' prior written notice thereof to the Issuer, the Trustee, the Users and the Credit Obligor; provided, however, that no such resignation shall become effective until a successor Remarketing Agent has been appointed and has accepted its duties and obligations hereunder. (e) The Users may, with the prior written consent of the Credit Obligor, remove the Remarketing Agent at any time is unable or unwilling to act as the Remarketing Agent, such Remarketing Agent, upon 30 days' prior written notice thereof to the Cooperative, the Servicer, the Swap Provider, the Liquidity Provider, the Trustee and the Tender Agent, may resign. The Remarketing Agent may be removed at any time by the Swap Provider (unless a Swap Provider Default has occurred and is continuing), subject to the terms and conditions of the Remarketing Agreement. Upon resignation or removal of the Remarketing Agent or upon termination of the Remarketing Agreement (other than termination of the Remarketing Agreement due to termination of the Swap Agreement), the Cooperative, with the advice and consent of the Swap Provider (unless a Swap Provider Default has occurred and is continuing), shall appoint a successor Remarketing Agent. The successor Remarketing Agent, by written instrument delivered to the Trustee, the Cooperative, the Swap Provider, the Liquidity Provider and the Servicer shall accept the duties and obligations imposed on it under this Agreement and shall become a party to the Remarketing Agreement. (d) In the event that the Cooperative shall fail to appoint a successor Remarketing Agent, upon the resignation or removal of the Remarketing Agent, the Issuer and the Trustee. (f) If at any time: (1) the Swap Provider may appoint a Remarketing Agent shall cease to be eligible under this Section and shall fail to resign after written request therefor by until the Users, or (2) the Remarketing Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Remarketing Agent or of its property shall be appointed or any public officer shall take charge or control of the Remarketing Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Users may remove the Remarketing Agent upon 7 days' written notice thereof to the Remarketing Agent, the Credit Obligor, the Issuer and the Users. (g) If the Remarketing Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Remarketing Agent for any cause, the Issuer shall, with the prior written consent of the Users and the Credit Obligor, promptly appoint a successor Remarketing Agent. (h) Any successor Remarketing Agent shall be appropriately registered and licensed, and be acceptable to the Users, the Trustee and to any Rating Agency which shall then maintain a rating with respect to the Bonds. (i) The Trustee shall give notice of each resignation and each removal of the Remarketing Agent and each appointment of a successor Remarketing Agent by mailing in accordance with this Section. (e) The Remarketing Agent shall give the Servicer Immediate Notice of the listing of the Certificates on any stock exchange or of the discontinuance of such listing upon the Remarketing Agent's receipt of written notice of such event by first-class mail, postage prepaid, to same. (f) Xxxxxx and the Holders of Bonds as their names Cooperative have agreed upon and addresses appear in the Bond Register. Each notice shall include the name are responsible for fees and expenses of the successor Remarketing Agent Agent, and neither the address of its principal officeTrustee or any Certificateholder shall have any liability or responsibility therefor.

Remarketing Agent. (a) SouthTrust First Union Capital Markets, a division of Wheat First Securities, Inc. ("First Union Capital Markets") is hereby appointed as "initial Remarketing Agent" Agent to serve as agent for the BondsRepresentative in connection with Auctions. The Indenture Trustee is hereby directed to, subject to enter into the conditions set forth in this Section. (b) initial Interest Rate Services Agreement with First Union Capital Markets. The Remarketing Agent shall signify its acceptance may, with the consent of the duties Representative and obligations imposed upon it by this the Note Insurer and notice to the Indenture by execution Trustee and delivery designation of the party authorized to direct the Indenture Trustee, enter into an agreement satisfactory with one or more co-remarketing agents under which certain duties of the Remarketing Agent may be delegated to the Trustee. (c) co-remarketing agent. The Remarketing Agent, any successors to the Remarketing Agent and any co-remarketing agent shall be members of the National Association of Securities Dealers, Inc. having a capitalization acceptable to the Representative and the Note Insurer and authorized by law laws to perform all the duties imposed upon it by this Indenture. (d) them hereunder, under the Sale and Servicing Agreement and under the Interest Rate Services Agreement. The Remarketing Agent may resign at any time resign and be discharged of the duties and obligations created by the Sale and Servicing Agreement and the Interest Rate Services Agreement by giving 30 at least sixty (60) days' written notice to the Representative, the Note Insurer 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 notice thereof to consent of the IssuerIndenture Trustee and the Note Insurer, by an instrument signed by the Representative and filed with the Remarketing Agent, the Trustee, the Users Indenture Trustee and the Credit ObligorNote Insurer. Notwithstanding the foregoing, no resignation or removal of the Remarketing Agent shall be effective unless and until a successor shall have been appointed; provided, however, provided that no such resignation by the Remarketing Agent shall become be effective until 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 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 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 appointed and has accepted amended, modified or terminated in such manner as would affect the Remarketing Agent or its duties and obligations hereunder. without the consent of the Remarketing Agent, or (eiv) The Users mayany condition to performance by the Remarketing Agent hereunder shall not be satisfied. Any subsequent Remarketing Agent shall be selected by the Representative, with the prior written consent of the Credit Obligor, remove the Remarketing Agent at any time upon 30 days' prior written Note Insurer with notice thereof to the Remarketing AgentIndenture Trustee, provided, however, that, with the Representative's consent, the Issuer co-remarketing agent (or one of them, at the Representative's discretion and the Trustee. (f) If at any time: (1) the Remarketing Agent shall cease to be eligible under this Section and shall fail to resign after written request therefor by the Users, or (2) the Remarketing Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Remarketing Agent or of its property shall be appointed or any public officer shall take charge or control of the Remarketing Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Users may remove the Remarketing Agent upon 7 days' written notice thereof to the Remarketing Agent, the Credit Obligor, the Issuer and the Users. (g) If the Remarketing Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Remarketing Agent for any cause, the Issuer shall, with the prior written consent of the Users and Note Insurer) shall become the Credit Obligor, promptly appoint a successor Remarketing Agent. (h) Any successor Remarketing Agent shall be appropriately registered and licensed, and be acceptable automatically if the Remarketing Agent ceases to act as Remarketing Agent for any reason. In the Users, event of the Trustee and to any Rating Agency which shall then maintain a rating with respect to the Bonds. (i) The Trustee shall give notice of each resignation and each or removal of the Remarketing Agent and each appointment of a successor Agent, the Remarketing Agent shall pay over, assign and deliver the Auction Rate Notes held by mailing 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 direction and with the written notice of such event by first-class mail, postage prepaid, to the Holders of Bonds as their names and addresses appear in the Bond Register. Each notice shall include the name consent of the successor Remarketing Agent and the address of its principal officeNote Insurer.

Remarketing Agent. (a) SouthTrust Securities, Inc. is hereby The Issuer and the Lessee have appointed as "the initial Remarketing Agent" for Agent to act in such capacity in accordance with the Bonds, subject to the conditions set forth in terms of this SectionIndenture. (b) The Remarketing Agent shall signify its acceptance of such appointment and its assumption of the duties and obligations imposed upon it by this Indenture by execution and delivery of an agreement satisfactory to the Issuer, the Lessee, the Bank and the Trustee. (c) The Remarketing Agent shall be authorized by law to perform all the duties imposed upon it by this Indenture. (d) The Remarketing Agent may resign at any time by giving 30 days' prior written ’ notice thereof to the Issuer, the Trustee, the Users Lessee and the Credit ObligorBank; provided, however, that no such resignation shall become effective until a successor Remarketing Agent has been appointed and has accepted its duties and obligations hereunder. (e) The Users Lessee may, with the prior written consent of the Credit ObligorIssuer, the Bank and the Trustee, remove the Remarketing Agent at any time upon 30 days' prior written ’ notice thereof to the Remarketing Agent, the Issuer and the Trustee. (f) If at any time: (1) the Remarketing Agent shall cease to be eligible under this Section and shall fail to resign after written request therefor by the Users, or (2) the Remarketing Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Remarketing Agent or of its property shall be appointed or any public officer shall take charge or control of the Remarketing Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Users may remove the Remarketing Agent upon 7 days' written notice thereof to the Remarketing Agent, the Credit Obligor, the Issuer and the Users. (g) If the Remarketing Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Remarketing Agent for any cause, the Issuer and the Lessee shall, with the prior written consent of the Users Bank and the Credit ObligorTrustee, promptly appoint a successor Remarketing Agent. (h) Any Agent which successor Remarketing Agent shall be appropriately registered and licensed, and must be acceptable to the Users, the Trustee and to any Rating Agency which shall (if any and if more than one, at least one of such Rating Agency) then maintain providing a rating with respect to the Bonds. (ig) The Trustee shall give notice to Bondholders of each resignation and each removal of the Remarketing Agent and each appointment of a successor Remarketing Agent by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Bonds as their names and addresses appear in the Bond Register. Each notice shall include the name Agent. (h) Compensation of the successor Remarketing Agent and shall be paid directly by the address of its principal officeLessee.