Common use of Remarketing of Bonds Clause in Contracts

Remarketing of Bonds. (a) Upon the receipt by the Remarketing Agent of any notice pursuant to Section 3.01(a), the Remarketing Agent, subject to the terms of the Remarketing Agreement, shall offer for sale, and shall use its best efforts to sell (other than to the Issuer, the Company or their Affiliates), the Bonds in respect of which such notice has been given. Unless otherwise instructed by the Issuer or the Company, the Remarketing Agent will offer for sale and use its best efforts to sell any Bonds purchased pursuant to Section 3.01(b). Any such Bonds shall be offered: (i) at 100% of the principal amount thereof, plus interest accrued, if any, to the Purchase Date, and (ii) pursuant to terms calling for payment of the purchase price on such Purchase Date against delivery of such Bonds; provided that the Remarketing Agent shall not sell any Bond if the amount to be received from the sale of such Bond (including accrued interest, if any) plus the amount available to be drawn by the Trustee under the Credit Facility with respect to the Available Moneys available to the Trustee for such purpose is less than the purchase price (including accrued interest, if any) to be paid for such Bond. The Remarketing Agent shall direct any person to whom such Bonds (or authorized portions thereof) are remarketed pursuant to this Section to deliver the purchase price thereof in immediately available funds to the Trustee at its principal office on or before 10:00 a.m. (Albany, New York time) on the Purchase Date. Upon receipt and pending disbursement thereof, the Trustee shall deposit such moneys in the Remarketing Proceeds Account. The Trustee, the Tender Agent or the Credit Facility Issuer may purchase any Bonds offered pursuant to this Section 3.02 for its own account. Each of the Issuer and the Company acknowledges that they shall have no interest in any proceeds of the remarketing of Bonds, all of which shall be held in trust by the Trustee or the Tender Agent for the sole benefit of the holders of the Bonds and, to the extent that the holders have been paid with draws on the Credit Facility, for the benefit of the Credit Facility Issuer. The Remarketing Agent shall, no later than 10:30 a.m. (Albany, New York time) on the Purchase Date, give oral or telephonic notice to the Tender Agent and the Trustee of the Bonds remarketed pursuant to this Section and the Purchase Date therefor, such notice to be promptly confirmed by telex, telegram or telecopier to the Company and the Credit Facility Issuer. (b) The Remarketing Agent shall, subject to the terms of the Remarketing Agreement, offer for sale, and use its best efforts to sell, on behalf of the Issuer, Bonds held pursuant to Section 3.05. Any such Bonds shall be offered at 100% of the principal amount thereof, plus interest accrued to the sale date.

Remarketing of Bonds. (a) Upon the receipt by the Remarketing Agent of any notice from the Tender Agent that any Bondholder (or DTC Participant, with respect to any Bonds in “book-entry only” form) has delivered a Tender Notice pursuant to Section 3.01(a10.01 hereof, or upon receipt of any notice from the Trustee of Bonds deemed to have been tendered in accordance with the provisions of Section 2.02(c), the Remarketing Agent, subject 2.02(d) or 2.13 or purchased in lieu of redemption pursuant to the terms of the Remarketing Agreement, shall offer for sale, and shall use its best efforts to sell (other than to the Issuer, the Company or their Affiliates), the Bonds in respect of which such notice has been given. Unless otherwise instructed by the Issuer or the CompanySection 3.06 hereof, the Remarketing Agent will shall offer for sale and use its best efforts to sell any market the Bonds purchased pursuant referred to Section 3.01(b). Any in such Bonds Tender Notice or such notice from the Trustee (which shall be offered: (ideemed to be a Tender Notice as provided in Section 10.01) at 100% a price of the principal amount thereof, par plus accrued interest accrued, if any, to the Purchase Settlement Date, and (ii) pursuant to terms calling for payment of in accordance with the purchase price on such Purchase Date against delivery of such BondsRemarketing Agreement; provided provided, however, that the Remarketing Agent shall not offer for sale or sell such Bonds to the Issuer, the Borrower or any Bond if general partner or any guarantor of the Borrower. The Remarketing Agent has no obligation to remarket Bonds registered in the name of the Borrower, the Credit Facility Provider or any general partner or guarantor of the Borrower unless the Credit Facility shall be in full force and effect after such remarketing. On the Business Day immediately prior to each Settlement Date (each, a “Remarketing Date”), the Remarketing Agent shall give telephonic notice, promptly confirmed in writing and transmitted by facsimile or Electronic Notice, to the Trustee, the Tender Agent, the Borrower, and the Credit Facility Provider by 11:00 a.m., Washington, DC time, stating whether all tendered Bonds have been remarketed successfully, specifying the names, addresses, and taxpayer identification numbers of the purchasers of, and the principal amount to be received from the sale of and denominations of, such Bond (including accrued interestBonds, if any) plus , for which it has found purchasers as of such Remarketing Date, and the amount available Purchase Price at which the Bonds are to be drawn by the Trustee under the Credit Facility with respect sold (which shall be par plus accrued interest to the Available Moneys available to the Trustee for such purpose is less than the purchase price (including accrued interest, if any) to be paid for such BondSettlement Date). The Remarketing Agent shall direct any person to whom instruct such Bonds (or authorized portions thereof) are remarketed pursuant to this Section purchasers to deliver to the purchase price thereof Tender Agent, no later than 9:30 a.m., Washington, DC time, on the Settlement Date, in immediately available funds funds, the amount required to the Trustee at its principal office on or before 10:00 a.m. (Albany, New York time) on the Purchase Datepurchase such Bonds. Upon receipt and pending disbursement thereof, by the Trustee shall deposit Tender Agent of such moneys in the Remarketing Proceeds Account. The Trusteeamount from such purchasers, the Tender Agent shall deliver the Bonds to the respective new purchasers upon deposit of the Purchase Price with the Tender Agent. The Tender Agent shall hold all Bonds delivered to it in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds until moneys representing the Purchase Price of such Bonds shall have been delivered to or for the account of or to the order of such Bondholders. The Tender Agent shall remit the Purchase Price of such Bonds to the tendering Bondholder or Bondholders entitled to the same as provided in Section 10.01. In the event that any purchaser which shall have been identified by the Remarketing Agent to the Trustee and the Tender Agent shall fail to pay the Purchase Price for any Bonds prior to 10:00 a.m., Washington, DC time, on the Settlement Date, the Tender Agent shall not be obligated to accept such amount after such time. The Tender Agent will immediately notify by telephone the Trustee, the Credit Facility Issuer may purchase any Bonds offered pursuant to this Section 3.02 for its own account. Each of Provider, the Issuer Borrower and the Company acknowledges that they shall have no interest in Remarketing Agent of any proceeds of such failure to receive the remarketing of Purchase Price for such Bonds. On the Settlement Date, all of which shall be held in trust by the Trustee or the Tender Agent for shall notify by telephone the sole benefit Trustee, the Credit Facility Provider, the Borrower and the Remarketing Agent of the holders amount of funds held by the Tender Agent as of 10:00 a.m., Washington, DC time, on such date constituting the Purchase Price of the Bonds andremarketed by the Remarketing Agent, promptly confirmed in writing and transmitted by facsimile. The Tender Agent shall hold all moneys delivered to it for the extent that the holders have been paid with purchase of Bonds (including any remarketing proceeds or proceeds of draws on the Credit Facility, ) in trust in a non-commingled account to be known as the “Bond Purchase Fund” for the benefit of the Credit Facility Issuer. The Remarketing Agent shall, no later than 10:30 a.m. (Albany, New York time) on the Purchase Date, give oral person or telephonic notice to the Tender Agent and the Trustee of entity which shall have so delivered such moneys until the Bonds remarketed pursuant purchased with such moneys shall have been delivered to this Section and or for the Purchase Date therefor, account of such notice to person. Such moneys shall be promptly confirmed held uninvested except as directed in writing by telex, telegram or telecopier to the Company and the Credit Facility Issuer. Provider and then only in Qualified Investments of the type described in clauses (a) and (b) of the definition thereof and maturing the earlier of (i) 30 days from the date of investment or (ii) when needed. The Remarketing Agent shallIssuer and the Borrower shall not have any right, subject title or interest in such moneys. Except with respect to Bonds to be held under the terms of the Remarketing AgreementPledge Agreement and any Bonds purchased in lieu of redemption or acceleration pursuant to the provisions hereof, offer for sale, and use its best efforts to sell, on behalf of the Issuer, Bonds held pursuant to Section 3.05. Any such Bonds shall be offered at 100% the Borrower or any general partner or any guarantor of the principal amount thereofBorrower may not purchase any Bonds, plus interest accrued to from the sale dateRemarketing Agent or otherwise.

Remarketing of Bonds. (a) Upon the receipt by the Remarketing Agent of any notice from the Trustee or the Tender Agent that any Bondholder has delivered a Tender Notice or Bonds are subject to mandatory purchase pursuant to Section 3.01(a), the Remarketing Agent, subject to the terms of the Remarketing Agreement, shall offer for sale, and shall use its best efforts to sell (other than to the Issuer, the Company or their Affiliates), the Bonds in respect of which such notice has been given. Unless otherwise instructed by the Issuer or the Company2.03(b) hereof, the Remarketing Agent will shall offer for sale and use its best efforts to sell any market the Bonds purchased pursuant referred to Section 3.01(b). Any in such Bonds Tender Notice or such notice from the Trustee (which shall be offered: (ideemed to be a Tender Notice as provided in Section 2.03) at 100% a price of the principal amount thereof, par plus accrued interest accrued, if any, to the Purchase Date, and (ii) pursuant to terms calling for payment of in accordance with the purchase price on such Purchase Date against delivery of such BondsRemarketing Agreement; provided provided, however, that the Remarketing Agent shall not offer for sale or sell any Bond if (i) Purchased Bonds until such time as the amount to be received from Letter of Credit or an Alternate Credit Facility meets the sale requirements of such Bond Section 5.01 hereof (including accrued interestdelivery of the requisite Opinion of Counsel, if any, pursuant to Section 5.01(d)), or (ii) plus the amount available to be drawn by the Trustee under the Credit Facility with respect any Bonds to the Available Moneys available to Issuer or the Trustee for such purpose is less than the purchase price (including accrued interest, if any) to be paid for such BondCompany. The Remarketing Agent shall direct any person to whom such Bonds (give telegraphic or authorized portions thereof) are remarketed pursuant to this Section to deliver the purchase price thereof telephonic notice, promptly confirmed in immediately available funds writing, to the Trustee at its principal office on or before 10:00 a.m. (Albany, New York time) on the Purchase Date. Upon receipt and pending disbursement thereof, the Trustee shall deposit such moneys in the Remarketing Proceeds Account. The Trustee, the Tender Agent or and the Credit Facility Issuer may purchase any Bonds offered pursuant Bank by 1:00 p.m., New York City time, on the Business Day (or such lesser period of time as to this Section 3.02 for its own account. Each which the Trustee, the Credit Bank and the Tender Agent shall agree) prior to each Purchase Date, specifying the names, addresses, and taxpayer identification numbers of the Issuer purchasers of, and the Company acknowledges that they principal amount and denominations of, such Bonds, if any, for which it has found purchasers as of such Remarketing Date, the purchase price at which the Bonds are to be sold (which shall have be par plus accrued interest to the Purchase Date) and the Purchase Date. The Remarketing Agent shall instruct such purchasers to deliver to it, no interest later than 10:00 a.m., New York City time, on the Purchase Date, in any same day funds, the amount required to purchase such Bonds. Upon receipt by the Remarketing Agent of such amount from such purchasers and receipt by the Tender Agent, of the Bonds tendered for purchase at or prior to 11:00 a.m., New York City time, on such Purchase Date in good form for delivery, the Remarketing Agent will give written instructions to the Tender Agent, as bond co-authenticating agent, to transfer the registered ownership of the Bonds to the respective purchasers, and to deliver such Bonds to such purchasers. The Remarketing Agent shall remit the proceeds of the remarketing of Bondssuch Bonds to the Tender Agent, all of which (or, during any period the Bonds are in the Book-Entry System, such money shall be held in trust by transferred to the Trustee or the Tender Agent for the sole benefit account of the holders of the Bonds and, to the extent that the holders have been paid with draws on the Credit Facility, for the benefit of the Credit Facility Issuer. The Remarketing Agent shall, or such other applicable Direct Participant if the Remarketing Agent is not the Direct Participant) no later than 10:30 a.m. (Albanya.m., New York City time) , on the Purchase Date, give oral or telephonic notice for payment of the Bonds to be purchased upon tender on such date. In the event that any purchaser which shall have been identified by the Remarketing Agent to the Trustee and the Tender Agent and shall fail to pay the Trustee of the purchase price for any remarketed Bonds remarketed pursuant prior to this Section and 10:30 a.m., New York City time, on the Purchase Date thereforDate, such notice to be promptly confirmed by telex, telegram or telecopier to the Company and the Credit Facility Issuer. (b) The Remarketing Agent shall, subject to the terms of the Remarketing Agreement, offer for sale, and use its best efforts to sell, on behalf of the Issuer, Bonds held pursuant to Section 3.05. Any such Bonds shall be offered at 100% of the principal amount thereof, plus interest accrued to the sale date.the

Remarketing of Bonds. (a) Upon the receipt by the Remarketing Agent of any notice pursuant to Section 3.01(a)304(A) hereof, the Remarketing Agent, subject to the terms of the Remarketing Agreement, shall offer for sale, and shall use its best efforts to sell (other than to the Issuer, the Company or their Affiliatesaffiliates), the Bonds in respect of which such notice has been given. Unless otherwise instructed by the Issuer or the Company, the Remarketing Agent will offer for sale and use its best efforts to sell any Bonds purchased pursuant to Section 3.01(b)304(B) hereof. Any such Bonds shall be offered: (i1) at 100% of the principal amount thereof, plus interest accrued, if any, to the Purchase Date, and (ii2) pursuant to terms calling for payment of the purchase price on such Purchase Date against delivery of such Bonds; provided that the Remarketing Agent shall not sell any Bond if the amount to be received from the sale of such Bond (including accrued interest, if any) plus the amount available to be drawn by the Trustee under the Credit Facility with respect to the Available Moneys available to the Trustee for such purpose is less than the purchase price (including accrued interest, if any) to be paid for such Bond. The Remarketing Agent shall direct any person to whom such Bonds (or authorized portions thereof) are remarketed pursuant to this Section to deliver the purchase price thereof in immediately available funds to the Trustee at its principal office on or before 10:00 a.m. (Albany, New York time) on the Purchase Date. Upon receipt and pending disbursement thereof, the Trustee shall deposit such moneys in the Remarketing Proceeds Account. The Trustee, the Tender Agent or the Credit Facility Issuer may purchase any Bonds offered pursuant to this Section 3.02 305 for its own account. Each of the Issuer and the Company acknowledges that they it shall have no interest in any proceeds of the remarketing of Bonds, all of which shall be held in trust by the Trustee or the Tender Agent for the sole benefit of the holders Holders of the Bonds and, to the extent that the holders Holders have been paid with draws on the Credit Facility, for the benefit of the Credit Facility Issuer. The Remarketing Agent shall, no later than 10:30 a.m. (Albany, New York time) on the Purchase Date, give oral or telephonic notice to the Tender Agent and the Trustee of the Bonds remarketed pursuant to this Section and the Purchase Date therefor, such notice to be promptly confirmed by telex, telegram or telecopier to the Company and the Credit Facility Issuer. (b) The Remarketing Agent shall, subject to the terms of the Remarketing Agreement, offer for sale, and use its best efforts to sell, on behalf of the Issuer, Bonds held pursuant to Section 3.05. Any such Bonds shall be offered at 100% of the principal amount thereof, plus interest accrued to the sale date.

Remarketing of Bonds. (a) Upon the receipt by the Remarketing Agent of notice of the receipt by the Tender Agent of any notice pursuant to Section 3.01(a)of tender, the Remarketing Agent, subject to the terms of the Remarketing Agreement, shall offer for sale, and shall use its best efforts to sell (other than to the Issuer, the Company or their Affiliates)sell, the Bonds in respect of which such notice has been givengiven on the related Purchase Date. Unless otherwise instructed by the Issuer or the CompanyBorrower, the Remarketing Agent will offer for sale and use its best efforts to sell any Bonds purchased pursuant subject to Section 3.01(b)mandatory tender for purchase on the related Mandatory Purchase Date. Any such Bonds shall be offered: (i) at 100% of a purchase price equal to the principal amount thereof, plus interest accruedaccrued interest, if any, to the Purchase Date or Mandatory Purchase Date, as the case may be, and (ii) pursuant to terms calling for payment of the purchase price on such Purchase Date or Mandatory Purchase Date, as the case may be, against delivery of such Bonds; provided that the Remarketing Agent shall not sell any Bond if the amount to be received from the sale of such Bond (including accrued interest, if any) plus the amount available to be drawn by the Trustee under the Credit Facility with respect to the Available Moneys available to the Trustee for such purpose is less than the purchase price (including accrued interest, if any) to be paid for such Bond. The Remarketing Agent shall direct any person to whom such Bonds (or authorized portions thereof) are remarketed pursuant to this Section to deliver the purchase price thereof in immediately available funds to the Trustee at its principal office on or before 10:00 a.m. (Albany, New York time) on the Purchase Date. Upon receipt and pending disbursement thereofIn addition, the Trustee shall deposit such moneys in the Remarketing Proceeds Account. The Trustee, the Tender Agent or the Credit Facility Issuer may purchase any Bonds offered pursuant to this Section 3.02 for its own account. Each of the Issuer and the Company acknowledges that they shall have no interest in any proceeds of the remarketing of Bonds, all of which shall be held in trust by the Trustee or the Tender Agent for the sole benefit of the holders of the Bonds and, to the extent that the holders have been paid with draws on the Credit Facility, for the benefit of the Credit Facility Issuer. The Remarketing Agent shall, no later than 10:30 a.m. (Albanyunless otherwise directed by the Borrower, New York time) on the Purchase Date, give oral or telephonic notice to the Tender Agent and the Trustee of the Bonds remarketed pursuant to this Section and the Purchase Date therefor, such notice to be promptly confirmed by telex, telegram or telecopier to the Company and the Credit Facility Issuer. (b) The Remarketing Agent shall, subject to the terms of the Remarketing Agreement, offer for sale, and use its best efforts to sell, on behalf of sell any Bonds purchased by the Issuer, Bonds held pursuant to Section 3.05Borrower. Any such Bonds shall be offered at 100% of a purchase price equal to the principal amount thereof, plus accrued interest accrued to the sale date. The Remarketing Agent shall not be required to remarket any Bonds after the occurrence and during the continuance of a default in the payment of the Bonds. By 10:30 A.M., New York City time, on any Purchase Date or Mandatory Purchase Date, the Remarketing Agent shall give notice by telephone of the principal amount of Bonds for which it has arranged a remarketing and the principal amount of Bonds subject to tender for purchase on such Purchase Date or Mandatory Purchase Date for which it has not arranged a remarketing to the Trustee, the Tender Agent and the Borrower. By 12:30 P.M., New York City time, on such Purchase Date or Mandatory Purchase Date, the Remarketing Agent shall transfer to the Tender Agent the proceeds of the remarketing of such Bonds. If by 12:30 P.M., New York City time, on any Purchase Date or Mandatory Purchase Date, the Tender Agent has not obtained sufficient remarketing proceeds to pay the purchase price of Bonds subject to tender for purchase on such Purchase Date or Mandatory Purchase Date, the Tender Agent shall immediately inform the Trustee and the Trustee shall immediately demand payment by the Borrower of moneys sufficient for such purchase. The Borrower shall deliver any such moneys to the Trustee by 2:30 P.M., New York City time, and the Trustee shall deliver any such moneys paid by the Borrower to the Tender Agent.

Remarketing of Bonds. (a) Upon the receipt by the Remarketing Agent of notice of the receipt by the Tender Agent of any notice pursuant to Section 3.01(a)of tender, the Remarketing Agent, subject to the terms of the Remarketing Agreement, shall offer for sale, and shall use its best efforts to sell (other than to the Issuer, the Company or their Affiliates)sell, the Bonds in respect of which such notice has been givengiven on the related Purchase Date. Unless otherwise instructed by the Issuer or the CompanyBorrower, the Remarketing Agent will offer for sale and use its best efforts to sell any Bonds purchased pursuant subject to Section 3.01(b)mandatory tender for purchase on the related Mandatory Purchase Date. Any such Bonds shall be offered: (i) at 100% of a purchase price equal to the principal amount thereof, plus interest accruedaccrued interest, if any, to the Purchase Date or Mandatory Purchase Date, as the case may be, and (ii) pursuant to terms calling for payment of the purchase price on such Purchase Date or Mandatory Purchase Date, as the case may be, against delivery of such Bonds; provided that the Remarketing Agent shall not sell any Bond if the amount to be received from the sale of such Bond (including accrued interest, if any) plus the amount available to be drawn by the Trustee under the Credit Facility with respect to the Available Moneys available to the Trustee for such purpose is less than the purchase price (including accrued interest, if any) to be paid for such Bond. The Remarketing Agent shall direct any person to whom such Bonds (or authorized portions thereof) are remarketed pursuant to this Section to deliver the purchase price thereof in immediately available funds to the Trustee at its principal office on or before 10:00 a.m. (Albany, New York time) on the Purchase Date. Upon receipt and pending disbursement thereofIn addition, the Trustee shall deposit such moneys in the Remarketing Proceeds Account. The Trustee, the Tender Agent or the Credit Facility Issuer may purchase any Bonds offered pursuant to this Section 3.02 for its own account. Each of the Issuer and the Company acknowledges that they shall have no interest in any proceeds of the remarketing of Bonds, all of which shall be held in trust by the Trustee or the Tender Agent for the sole benefit of the holders of the Bonds and, to the extent that the holders have been paid with draws on the Credit Facility, for the benefit of the Credit Facility Issuer. The Remarketing Agent shall, no later than 10:30 a.m. (Albanyunless otherwise directed by the Borrower, New York time) on the Purchase Date, give oral or telephonic notice to the Tender Agent and the Trustee of the Bonds remarketed pursuant to this Section and the Purchase Date therefor, such notice to be promptly confirmed by telex, telegram or telecopier to the Company and the Credit Facility Issuer. (b) The Remarketing Agent shall, subject to the terms of the Remarketing Agreement, offer for sale, and use its best efforts to sell, on behalf of sell any Bonds purchased by the Issuer, Bonds held pursuant to Section 3.05Borrower. Any such Bonds shall be offered at 100% of a purchase price equal to the principal amount thereof, plus accrued interest accrued to the sale date. The Remarketing Agent shall not be required to remarket any Bonds after the occurrence and during the continuance of a default in the payment of the Bonds. By 10:30 A.M., New York City time, on any Purchase Date or Mandatory Purchase Date, the Remarketing Agent shall give notice by telephone of the principal amount of Bonds for which it has arranged a remarketing and the principal amount of Bonds subject to tender for purchase on such Purchase Date or Mandatory Purchase Date for which it has not arranged a remarketing to the Trustee, the Tender Agent, and the Borrower. By 12:30 P.M., New York City time, on such Purchase Date or Mandatory Purchase Date, the Remarketing Agent shall transfer to the Tender Agent the proceeds of the remarketing of such Bonds. If by 12:30 P.M., New York City time, on any Purchase Date or Mandatory Purchase Date, the Tender Agent has not obtained sufficient remarketing proceeds to pay the purchase price of Bonds subject to tender for purchase on such Purchase Date or Mandatory Purchase Date, the Tender Agent shall immediately inform the Trustee and the Trustee shall immediately demand payment by the Borrower of moneys sufficient for such purchase. The Borrower shall deliver any such moneys to the Trustee by 2:30 P.M., New York City time, and the Trustee shall deliver any such moneys paid by the Borrower to the Tender Agent.