Common use of Remarketing of Tendered Bonds Clause in Contracts

Remarketing of Tendered Bonds. Unless otherwise instructed by the Company, the Remarketing Agent shall offer for sale and use its best efforts to find purchasers for all Bonds or portions thereof for which notice of tender has been received pursuant to Section 4.1(c) or which are subject to mandatory tender; provided, however, that (i) the Remarketing Agent shall not remarket any Bonds pursuant to this Section to the Issuer, the Company or an Affiliate thereof, as to whom Bonds shall not be remarketed as long as a Letter of Credit is in effect, and (ii) the Remarketing Agent shall not remarket any Bonds pursuant to this Section if the Remarketing Agent has actual knowledge that an Event of Default shall have occurred and be continuing hereunder with respect to the Bonds or if the Bank has given notice to the Trustee that an event of default under the Reimbursement Agreement has occurred and is continuing (in which event the Trustee shall promptly notify the Remarketing Agent of the occurrence of such default). The Remarketing Agent shall not remarket any Bonds pursuant to this Section at a discount. The Remarketing Agent shall not sell any Bond as to which a notice of conversion from one type of Rate Period to another has been (i) given by the Trustee pursuant to Section 3.3(c) and (ii) given by the Borrower pursuant to Section 3.3(b) and received by the Remarketing Agent unless the Remarketing Agent has advised the Person to whom the sale is made of the conversion. The terms of any sale by the Remarketing Agent shall provide for the payment of the Purchase Price for tendered Bonds by the Remarketing Agent to the Paying Agent (i) in immediately available funds at or before 3:00 p.m., New York City time, on the Purchase Date, in the case of Bonds accruing interest at Commercial Paper Rates, (ii) in immediately available funds at or before 4:00 p.m., New York City time, on the Purchase Date, in the case of Bonds accruing interest at Daily Rates or Weekly Rates, and (iii) in immediately available funds at or before 12:00 noon, New York City time, on the Purchase Date, in the case of Bonds accruing interest at Multiannual Rates.

Remarketing of Tendered Bonds. Unless otherwise instructed (a) Not later than the close of business on the date the Tender Agent receives an Optional Tender Notice, the Tender Agent shall notify the Remarketing Agent, the Trustee and the Lessee by telephone, telex or telecopier, confirmed in writing if requested, specifying the Variable Rate Purchase Date and the aggregate principal amount of Bonds to be purchased on such Variable Rate Purchase Date. (b) Not later than the close of business on the ninth (9th) day prior to the Conversion Date, the Trustee shall notify the Placement Agent and the Lessee by telephone, telex or telecopier, confirmed in writing if requested, specifying the aggregate principal amount of Bonds tendered or deemed tendered for mandatory purchase on the Conversion Date. (c) Except as provided in subsection (d) below and Section 3.5 hereof, upon receipt by the CompanyRemarketing Agent of notice from the Tender Agent pursuant to Section 3.1(a) hereof and by the Placement Agent of notice from the Trustee pursuant to Section 3.1(b) hereof, the Remarketing Agent or the Placement Agent, as the case may be, shall use its best efforts to arrange for the sale, at par plus accrued interest, if any, of such Bonds tendered or deemed tendered for settlement on the Variable Rate Purchase Date or the Conversion Date, respectively. At or before 3:00 p.m. on the Business Day immediately preceding the Variable Rate Purchase Date or the Conversion Date, the Remarketing Agent or the Placement Agent, respectively, shall give notice by telephone, telecopier or telex, promptly confirmed in writing if requested, to the Trustee and the Tender Agent specifying the principal amount of such Bonds, if any, to be placed by it and to the Trustee the names, addresses and social security numbers or other tax identification numbers of the proposed purchasers thereof. (d) Notwithstanding the provisions of subsection (c) above, any Bond purchased pursuant to the terms of this Indenture from the date notice of redemption or conversion is given shall not be remarketed except to a buyer who agrees at the time of such purchase to tender such Bond for redemption or purchase on the redemption or purchase date. (e) During the Variable Rate Period, the Remarketing Agent shall offer for sale and continue to use its best efforts to find purchasers arrange for all the sale, at the best price available, but not less than the principal amount thereof plus accrued interest, of any Bonds or portions thereof for which notice of tender has been received purchased with moneys advanced under the Credit Facility pursuant to Section 4.1(c3.2(a)(2) or which are subject to mandatory tender; providedhereof, however, provided that (i) Bonds purchased with moneys advanced under the Remarketing Agent shall not remarket any Bonds pursuant to this Section to the Issuer, the Company or an Affiliate thereof, as to whom Bonds Credit Facility shall not be remarketed as long as a Letter of Credit is in effect, and (ii) the Remarketing Agent shall not remarket any Bonds pursuant to this Section if the Remarketing Agent has actual knowledge that an Event of Default shall have occurred and be continuing hereunder with respect released for delivery to the Bonds or if purchasers unless the Bank has given notice to the Trustee that an event of default under the Reimbursement Agreement has occurred and is continuing (in which event the Trustee shall promptly notify the Remarketing Agent of the occurrence of such default). The Remarketing Agent shall not remarket any Bonds pursuant to this Section at a discount. The Remarketing Agent shall not sell any Bond as to which a notice of conversion from one type of Rate Period to another Credit Facility has been (i) given reinstated by the Trustee pursuant amount drawn thereunder to Section 3.3(c) and (ii) given by the Borrower pursuant to Section 3.3(b) and received by the Remarketing Agent unless the Remarketing Agent has advised the Person to whom the sale is made of the conversion. The terms of any sale by the Remarketing Agent shall provide for the payment of pay the Purchase Price for tendered such Bonds and the Trustee has received the executed reinstatement certificate required to be delivered by the Remarketing Agent to the Paying Agent (i) in immediately available funds at or before 3:00 p.m., New York City time, on the Purchase Date, in the case of Bonds accruing interest at Commercial Paper Rates, (ii) in immediately available funds at or before 4:00 p.m., New York City time, on the Purchase Date, in the case of Bonds accruing interest at Daily Rates or Weekly Rates, and (iii) in immediately available funds at or before 12:00 noon, New York City time, on the Purchase Date, in the case of Bonds accruing interest at Multiannual Ratessuch Credit Facility Issuer.

Remarketing of Tendered Bonds. Unless otherwise instructed (a) Not later than the close of business on the date the Tender Agent receives an Optional Tender Notice, the Tender Agent shall notify the Remarketing Agent, the Trustee and the Issuer by telephone, telex or telecopier, confirmed in writing if requested, specifying the Variable Rate Purchase Date and the aggregate principal amount of Bonds to be purchased on such Variable Rate Purchase Date. (b) Not later than the close of business on the ninth (9th) day prior to the Conversion Date, the Trustee shall notify the Placement Agent and the Issuer by telephone, telex or telecopier, confirmed in writing if requested, specifying the aggregate principal amount of Bonds tendered or deemed tendered for mandatory purchase on the Conversion Date. (c) Except as provided in subsection (d) below and Section 3.5 hereof, upon receipt by the CompanyRemarketing Agent of notice from the Tender Agent pursuant to Section 3.1(a) hereof and by the Placement Agent of notice from the Trustee pursuant to Section 3.1(b) hereof, the Remarketing Agent or the Placement Agent, as the case may be, shall use its best efforts to arrange for the sale, at par plus accrued interest, if any, of such Bonds tendered or deemed tendered for settlement on the Variable Rate Purchase Date or the Conversion Date, respectively. At or before 3:00 p.m. on the Business Day immediately preceding the Variable Rate Purchase Date or the Conversion Date, the Remarketing Agent or the Placement Agent, respectively, shall give notice by telephone, telecopier or telex, promptly confirmed in writing if requested, to the Trustee and the Tender Agent specifying the principal amount of such Bonds, if any, to be placed by it and to the Trustee the names, addresses, denominational breakdown of the Bonds and social security numbers or other tax identification numbers of the proposed purchasers thereof. (d) Notwithstanding the provisions of subsection (c) above, any Bond purchased pursuant to the terms of this Indenture from the date notice of redemption or conversion is given shall not be remarketed except to a buyer who agrees at the time of such purchase to tender such Bond for redemption or purchase on the redemption or purchase date. (e) During the Variable Rate Period, the Remarketing Agent shall offer for sale and continue to use its best efforts to find purchasers arrange for all the sale, at the best price available, but not less than the principal amount thereof plus accrued interest, of any Bonds or portions thereof for which notice of tender has been received purchased with moneys advanced under the Credit Facility pursuant to Section 4.1(c3.2(a)(2) or which are subject to mandatory tender; providedhereof, however, provided that (i) Bonds purchased with moneys advanced under the Remarketing Agent shall not remarket any Bonds pursuant to this Section to the Issuer, the Company or an Affiliate thereof, as to whom Bonds Credit Facility shall not be remarketed as long as a Letter of Credit is in effect, and (ii) the Remarketing Agent shall not remarket any Bonds pursuant to this Section if the Remarketing Agent has actual knowledge that an Event of Default shall have occurred and be continuing hereunder with respect released for delivery to the purchasers unless the Credit Facility has been reinstated by the amount drawn thereunder to pay the purchase price for such Bonds or if the Bank has given notice to and the Trustee that an event of default under has received the Reimbursement Agreement has occurred and is continuing (in which event executed reinstatement certificate required to be delivered by such Credit Facility Issuer. The Trustee agrees to advise the Trustee shall promptly notify the Remarketing Tender Agent of the occurrence immediately upon receipt of such default). The Remarketing Agent shall not remarket any Bonds pursuant to this Section at a discount. The Remarketing Agent shall not sell any Bond as to which a notice of conversion from one type of Rate Period to another has been (i) given by the Trustee pursuant to Section 3.3(c) and (ii) given by the Borrower pursuant to Section 3.3(b) and received by the Remarketing Agent unless the Remarketing Agent has advised the Person to whom the sale is made of the conversion. The terms of any sale by the Remarketing Agent shall provide for the payment of the Purchase Price for tendered Bonds by the Remarketing Agent to the Paying Agent (i) in immediately available funds at or before 3:00 p.m., New York City time, on the Purchase Date, in the case of Bonds accruing interest at Commercial Paper Rates, (ii) in immediately available funds at or before 4:00 p.m., New York City time, on the Purchase Date, in the case of Bonds accruing interest at Daily Rates or Weekly Rates, and (iii) in immediately available funds at or before 12:00 noon, New York City time, on the Purchase Date, in the case of Bonds accruing interest at Multiannual Ratesreinstatement certificate.

Remarketing of Tendered Bonds. Unless otherwise instructed (a) Not later than the close of business on the date the Tender Agent receives an Optional Tender Notice, the Tender Agent shall notify the Remarketing Agent, the Trustee and the Company by telephone, telex or telecopier, confirmed in writing if requested, specifying the Variable Rate Purchase Date and the aggregate principal amount of Bonds to be purchased on such Variable Rate Purchase Date. (b) Not later than the close of business on the ninth (9th) day prior to the Conversion Date, the Trustee shall notify the Placement Agent and the Company by telephone, telex or telecopier, confirmed in writing if requested, specifying the aggregate principal amount of Bonds tendered or deemed tendered for mandatory purchase on the Conversion Date. (c) Except as provided in subsection (d) below and Section 3.5 hereof, upon receipt by the CompanyRemarketing Agent of notice from the Tender Agent pursuant to Section 3.1(a) hereof and by the Placement Agent of notice from the Trustee pursuant to Section 3.1(b) hereof, the Remarketing Agent or the Placement Agent, as the case may be, shall use its best efforts to arrange for the sale, at par plus accrued interest, if any, of such Bonds tendered or deemed tendered for settlement on the Variable Rate Purchase Date or the Conversion Date, respectively. At or before 3:00 p.m. on the Business Day immediately preceding the Variable Rate Purchase Date or the Conversion Date, the Remarketing Agent or the Placement Agent, respectively, shall give notice by telephone, telecopier or telex, promptly confirmed in writing if requested, to the Trustee and the Tender Agent specifying the principal amount of such Bonds, if any, to be placed by it and to the Trustee the names, addresses and social security numbers or other tax identification numbers of the proposed purchasers thereof. (d) Notwithstanding the provisions of subsection (c) above, any Bond purchased pursuant to the terms of this Indenture from the date notice of redemption or conversion is given shall not be remarketed except to a buyer who agrees at the time of such purchase to tender such Bond for redemption or purchase on the redemption or purchase date. (e) During the Variable Rate Period, the Remarketing Agent shall offer for sale and continue to use its best efforts to find purchasers arrange for all the sale, at the best price available, but not less than the principal amount thereof plus accrued interest, of any Bonds or portions thereof for which notice of tender has been received purchased with moneys advanced under the Credit Facility pursuant to Section 4.1(c3.2(a)(2) or which are subject to mandatory tender; providedhereof, however, provided that (i) Bonds purchased with moneys advanced under the Remarketing Agent shall not remarket any Bonds pursuant to this Section to the Issuer, the Company or an Affiliate thereof, as to whom Bonds Credit Facility shall not be remarketed as long as a Letter of Credit is in effect, and (ii) the Remarketing Agent shall not remarket any Bonds pursuant to this Section if the Remarketing Agent has actual knowledge that an Event of Default shall have occurred and be continuing hereunder with respect released for delivery to the purchasers unless the Credit Facility has been reinstated by the amount drawn thereunder to pay the purchase price for such Bonds or if and the Bank Credit Facility Trustee has given notice received the executed reinstatement certificate required to be delivered by such Credit Facility Issuer. The Credit Facility Trustee agrees to advise the Trustee that an event of default under and the Reimbursement Agreement has occurred and is continuing (in which event the Trustee shall promptly notify the Remarketing Tender Agent of the occurrence immediately upon receipt of such default). The Remarketing Agent shall not remarket any Bonds pursuant to this Section at a discount. The Remarketing Agent shall not sell any Bond as to which a notice of conversion from one type of Rate Period to another has been (i) given by the Trustee pursuant to Section 3.3(c) and (ii) given by the Borrower pursuant to Section 3.3(b) and received by the Remarketing Agent unless the Remarketing Agent has advised the Person to whom the sale is made of the conversion. The terms of any sale by the Remarketing Agent shall provide for the payment of the Purchase Price for tendered Bonds by the Remarketing Agent to the Paying Agent (i) in immediately available funds at or before 3:00 p.m., New York City time, on the Purchase Date, in the case of Bonds accruing interest at Commercial Paper Rates, (ii) in immediately available funds at or before 4:00 p.m., New York City time, on the Purchase Date, in the case of Bonds accruing interest at Daily Rates or Weekly Rates, and (iii) in immediately available funds at or before 12:00 noon, New York City time, on the Purchase Date, in the case of Bonds accruing interest at Multiannual Ratesreinstatement certificate.

Remarketing of Tendered Bonds. Unless otherwise instructed (a) Not later than the close of business on the date the Tender Agent receives an Optional Tender Notice, the Tender Agent shall notify the Remarketing Agents and the Issuer by telephone, telex or telecopier, confirmed in writing if requested, specifying the Variable Rate Purchase Date and the aggregate principal amount of Bonds to be purchased on the Variable Rate Purchase Date pursuant to such Optional Tender Notices. (b) Not later than the close of business on the 10th day prior to the Conversion Date, the Trustee shall notify the Placement Agents and the Issuer by telephone, telex or telecopier, confirmed in writing if requested, specifying the aggregate principal amount of Bonds deemed tendered for mandatory purchase on the Conversion Date. (c) Except as provided in paragraph (d) below and Section 305, upon receipt by the Company, Remarketing Agents of notice from the Remarketing Tender Agent shall offer for sale and use its best efforts to find purchasers for all Bonds or portions thereof for which notice of tender has been received pursuant to Section 4.1(c301(a) or which are subject to mandatory tender; provided, however, that (i) hereof and by the Remarketing Agent shall not remarket any Bonds pursuant to this Section to the Issuer, the Company or an Affiliate thereof, as to whom Bonds shall not be remarketed as long as a Letter Placement Agents of Credit is in effect, and (ii) the Remarketing Agent shall not remarket any Bonds pursuant to this Section if the Remarketing Agent has actual knowledge that an Event of Default shall have occurred and be continuing hereunder with respect to the Bonds or if the Bank has given notice to the Trustee that an event of default under the Reimbursement Agreement has occurred and is continuing (in which event the Trustee shall promptly notify the Remarketing Agent of the occurrence of such default). The Remarketing Agent shall not remarket any Bonds pursuant to this Section at a discount. The Remarketing Agent shall not sell any Bond as to which a notice of conversion from one type of Rate Period to another has been (i) given by the Trustee pursuant to Section 3.3(c301(b) hereof, the Remarketing Agents or the Placement Agents, as the case may be, shall use their respective best efforts to arrange for the sale, at par plus accrued interest, if any, of such Bonds for settlement on the Variable Rate Purchase Date or Conversion Date, respectively. At or before 4:00 p.m. on the Business Day preceding the Variable Rate Purchase Date or Conversion Date, the Remarketing Agents or the Placement Agents, respectively, shall give notice by telephone, telecopier or telex, promptly confirmed in writing if requested, to the Trustee and the Tender Agent specifying the principal amount of such Bonds, if any, to be placed by it and to the Tender Agent and Bond Registrar the names, addresses and social security numbers or other tax identification numbers of the proposed purchasers thereof. (iid) Notwithstanding the provisions of paragraph (c) above, any Bond purchased pursuant to the terms of this Indenture from the date notice of redemption or conversion is given by shall not be remarketed except to a buyer who agrees at the Borrower time of such purchase to tender such Bond for redemption or purchase on the redemption or purchase date. (e) During the Variable Rate Period, the Remarketing Agents shall continue to use their best efforts to arrange for the sale, at the best price available, but not less than the principal amount thereof plus accrued interest, of any Bonds purchased with moneys advanced under the Credit Facility pursuant to Section 3.3(b302(a)(2) and received by the Remarketing Agent unless the Remarketing Agent has advised the Person to whom the sale is made of the conversion. The terms of any sale by the Remarketing Agent shall provide for the payment of the Purchase Price for tendered hereof; provided that Bonds by the Remarketing Agent to the Paying Agent (i) in immediately available funds at or before 3:00 p.m., New York City time, on the Purchase Date, in the case of Bonds accruing interest at Commercial Paper Rates, (ii) in immediately available funds at or before 4:00 p.m., New York City time, on the Purchase Date, in the case of Bonds accruing interest at Daily Rates or Weekly Rates, and (iii) in immediately available funds at or before 12:00 noon, New York City time, on the Purchase Date, in the case of Bonds accruing interest at Multiannual Rates.purchased with moneys advanced under