Common use of Sales by Remarketing Agent Clause in Contracts

Sales by Remarketing Agent. (i) The Bank and each other Bank Bondholder, by the acceptance by each of a Bank Bond, hereby authorize the Remarketing Agent to remarket and sell Bank Bonds purchased pursuant to Section 2.03(d) on behalf of the Bank or such Bank Bondholder pursuant to the Indenture and in accordance with applicable securities law at a price equal to the principal amount thereof plus unpaid accrued interest thereon to the date such Bank Bonds are to be sold. Prior to 11:00 a.m. on any Business Day on which any Bank Bondholder holds Bank Bonds, the Remarketing Agent may deliver a notice (a “Purchase Notice”) to such Bank Bondholder as registered on the bond register maintained by the Trustee or DTC and to the Bank, stating that it has located a purchaser (each, a “Purchaser”) for some or all of such Bank Bonds and that such Purchaser desires to purchase such Bank Bonds on a Business Day (a “Sale Date”) which shall be at least two (2) Business Days after the date on which the Purchase Notice is received by the Bank Bondholder (unless the Bank Bondholder agrees in writing to a shorter period). The Bank Bonds to be purchased shall be in an authorized denomination and at a price equal to the principal amount thereof plus unpaid accrued interest thereon to the Sale Date at the interest rate applicable to Bonds that are not Bank Bonds (or for any period of time during which all Bonds are Bank Bonds, at the Bank Rate) (the “Sale Price”). If less than all Bank Bonds are remarketed on any date, the Bank Bonds having the highest aggregate amount of Excess Interest payable shall be deemed to be remarketed first. Any sale of a Bank Bond pursuant to this Section 2.13(b) shall be without recourse to the seller and without representation or warranty of any kind by the Bank or any Bank Bondholder. The Bank agrees to deliver and, by its acceptance of a Bank Bond, each other Bank Bondholder agrees to deliver (but only upon receipt by the Bank or such other Bank Bondholder of Dollars in the amount of the Sale Price) to the Trustee each certificate representing a Bank Bond sold by it pursuant to this Section 2.13(b), including without limitation certificates representing Bank Bonds which are deemed to have been delivered in accordance with the provisions of the Indenture.

Sales by Remarketing Agent. (i) The Bank Bank, and each other Bank Bondholder, by the its acceptance by each of a Bank Bond, hereby authorize the Remarketing Agent pursuant to remarket and Section 9.19 of the Indenture to sell Bank Bonds purchased by the Bank pursuant to Section 2.03(d) 2.2 above on behalf of the Bank or such Bank Bondholder pursuant to the Indenture and in accordance with applicable securities law at a price equal to the principal amount thereof plus unpaid accrued interest thereon to but excluding the date such Bank Bonds are to be sold. Prior sold pursuant to 11:00 a.m. on any Business Day on which any Bank Bondholder holds Bank Bonds, the Remarketing Agent may deliver a notice (a “Purchase Notice”this Section 2.4(a) to such Bank Bondholder as registered on the bond register maintained by the Trustee or DTC and to the Bank, stating that it has located a purchaser (each, a “Purchaser”) for some or all of such Bank Bonds and that such Purchaser desires to purchase such Bank Bonds on a Business Day (a “Sale Date”) which shall be at least two (2) Business Days after the date on which the Purchase Notice is received by the Bank Bondholder (unless the Bank Bondholder agrees in writing to a shorter period). The Bank Bonds to be purchased shall be in an authorized denomination and at a price equal to the principal amount thereof plus unpaid accrued interest thereon to the Sale Date at the interest rate applicable to be borne by the Bonds that are not Bank Bonds (or for any period of time during which all Bonds are Bank Bondsafter such sale or, at the Bank Rate) (the “Sale Price”). If less than all Bank Bonds are remarketed on any dateif less, the Bank Rate (the "Sale Price"); provided, that neither the Bank nor any other Bank Bondholder shall have any obligation to deliver the Bank Bonds having as directed by the highest aggregate amount Remarketing Agent or sell such Bank Bonds unless the Company has paid or has duly provided for (through the Insurance Policy or otherwise) the payment of Excess the Differential Interest payable shall be deemed Amount to be remarketed firstthe Bank or such other Bank Bondholder. Any sale of a Bank Bond pursuant to this Section 2.13(b2.4(a) shall be without recourse to the seller and without representation or warranty of any kind by the Bank or any Bank Bondholderkind. The Bank agrees to deliver and, by its acceptance of a Bank Bond, each other Bank Bondholder agrees to deliver (but only upon receipt by the Bank or such other Bank Bondholder of U.S. Dollars in the amount of the Sale Price) ), to the Trustee Paying Agent each certificate representing a Bank Bond sold by it pursuant to this Section 2.13(b2.4(a), including including, without limitation certificates representing limitation, Bank Bonds which are deemed to have been delivered in accordance with the provisions of the Indenture. After any sale of Bank Bonds by the Remarketing Agent pursuant to this Section 2.4(a) and payment to the Bank or the Bank Bondholder of the principal and interest accrued on such Bank Bonds (including interest accrued at the Bank Rate), such Bank Bonds so sold shall, from such sale date, cease to bear interest at the Bank Rate and shall thereafter bear interest at a rate determined in accordance with the Indenture.

Sales by Remarketing Agent. (i) The Bank and and, by its acceptance of a Purchased Bond, each other Bank Purchased Bondholder, by the acceptance by each of a Bank Bondsubject to Section 2.04(c) hereof, hereby authorize the Remarketing Agent to remarket and sell Bank Purchased Bonds purchased pursuant to Section 2.03(d) on behalf of the Bank or such Bank other Purchased Bondholder pursuant to the Indenture and in accordance with applicable securities law at a price equal to the principal amount thereof plus unpaid accrued interest thereon to the date such Bank Bonds are to be sold. Prior to 11:00 a.m. on any Business Day on which any Bank Bondholder holds Bank Bonds, the Remarketing Agent may deliver a notice (a “Purchase Notice”) to such Bank Bondholder as registered on the bond register maintained by the Trustee or DTC and to the Bank, stating that it has located a purchaser (each, a “Purchaser”) for some or all of such Bank Bonds and that such Purchaser desires to purchase such Bank Bonds on a Business Day (a “Sale Date”) which shall be at least two (2) Business Days after the date on which the Purchase Notice is received by the Bank Bondholder (unless the Bank Bondholder agrees in writing to a shorter period). The Bank Bonds to be purchased shall be in an authorized denomination and at a price equal to the principal amount thereof plus unpaid accrued interest thereon to the Sale Date at the interest rate applicable to be borne by the Bonds that are not Bank Bonds (or for any period of time during which all Bonds are Bank Bondsafter such sale or, at if less, the Bank Rate) Purchased Bond Rate (the “Sale Price”). If less than all Bank Purchased Bonds are remarketed on any date, the Bank Purchased Bonds having the highest lowest aggregate amount of Excess Bond Interest payable with respect thereto shall be deemed to be remarketed first. Prior to 11:30 a.m. on any Business Day on which a Purchased Bondholder holds Purchased Bonds, the Remarketing Agent may deliver a notice (a “Purchase Notice”) to a Purchased Bondholder as registered on the Bond Register and to the Bank stating that the Remarketing Agent has located a purchaser for some or all of such Purchased Bonds and that such purchaser desires to purchase an authorized denomination of such Purchased Bonds at the Sale Price on the second Business Day following the date on which a Purchased Bondholder receives a Purchase Notice (a “Sale Date”). A Purchased Bondholder shall decide whether to sell any Purchased Bonds by giving written notice of such decision to the Tender Agent and the Remarketing Agent by 4:00 p.m. on the Business Day preceding the Sale Date. In the event such notice is not timely delivered by a Purchased Bondholder, such Purchased Bondholder shall be deemed to have determined to sell such Purchased Bonds. If a Purchased Bondholder determines or is deemed to have determined to sell such Purchased Bonds, such Purchased Bondholder shall deliver such Purchased Bonds to the Tender Agent (or, in the case of Purchased Bonds which are Book–Entry Bonds, shall cause the beneficial ownership thereof to be credited to the account of the applicable Remarketing Agent at DTC) by 10:00 a.m. on the Sale Date against receipt of the Sale Price therefor, plus the Differential Interest Amount, if any, in immediately available funds to the Bank at the account specified pursuant to Section 2.07(a) hereof or at the Purchased Bondholder’s address listed in the Bond Register, as applicable, and such Bonds shall thereupon no longer be considered Purchased Bonds. Any sale of a Bank Purchased Bond pursuant to this Section 2.13(b2.04(b) shall be without recourse to the seller and without representation or warranty of any kind by kind. When Purchased Bonds are purchased in accordance with this Section 2.04(b), the Bank or any Bank Bondholder. The Bank agrees Tender Agent shall, upon receipt of authorization to deliver and, by its acceptance of a Bank Bond, each other Bank Bondholder agrees to deliver (but only transfer such Bonds and upon receipt by the Bank or such other Bank Purchased Bondholder of Dollars in the amount of the Sale Price) Price and the Differential Interest Amount, if any, notify the Remarketing Agent and the Authority that such Bonds are no longer Purchased Bonds. The Tender Agent shall not instruct or authorize the bond registrar to transfer any such Purchased Bonds, or re–register the same, pursuant to the Trustee each certificate representing a Bank Bond sold by it pursuant to this Section 2.13(b), including without limitation certificates representing Bank Bonds which are deemed to have been delivered in accordance with the provisions instructions of the IndentureRemarketing Agent until the Tender Agent has received from the Purchased Bondholder written confirmation of the receipt of such funds.

Sales by Remarketing Agent. (i) The Bank and and, by its acceptance of a Liquidity Provider Bond, each other Bank BondholderLiquidity Provider Bondowner, by the acceptance by each of a Bank Bondsubject to Section 2.04(c), hereby authorize the Remarketing Agent to remarket and sell Bank Liquidity Provider Bonds purchased pursuant to Section 2.03(d) on behalf of the Bank or such Bank Bondholder pursuant to the Indenture and in accordance with applicable securities law at a price equal to the principal amount thereof plus unpaid accrued interest thereon to the date such Bank other Liquidity Provider Bondowner. If less than all Liquidity Provider Bonds are remarketed on any date, the Liquidity Provider Bonds having the lowest aggregate amount of Excess Bond Interest payable with respect thereto shall be deemed to be sold. Prior to 11:00 a.m. on any Business Day on which any Bank Bondholder holds Bank Bonds, the Remarketing Agent may deliver a notice (a “Purchase Notice”) to such Bank Bondholder as registered on the bond register maintained by the Trustee or DTC and to the Bank, stating that it has located a purchaser (each, a “Purchaser”) for some or all of such Bank Bonds and that such Purchaser desires to purchase such Bank Bonds on a Business Day (a “Sale Date”) which shall be at least two (2) Business Days after the date on which the Purchase Notice is received by the Bank Bondholder (unless the Bank Bondholder agrees in writing to a shorter period). The Bank Bonds to be purchased shall be in an authorized denomination and remarketed first at a price equal to the principal amount thereof plus unpaid accrued interest thereon to the Sale Date at the interest rate applicable to accrued as if such Bonds that are were not Bank Liquidity Provider Bonds (or for any period of time during which all Bonds are Bank Bonds, at the Bank Rate) (the “Sale Price”). If less than all Bank Bonds are remarketed Prior to [11:30] a.m. on any dateBusiness Day on which a Liquidity Provider Bondowner holds Liquidity Provider Bonds, the Trustee may deliver a notice (a “Purchase Notice”) to a Liquidity Provider Bondowner as registered on the Bond Register and to the Bank stating that the Remarketing Agent has located a purchaser for some or all of such Liquidity Provider Bonds having and that such purchaser desires to purchase an authorized denomination of such Liquidity Provider Bonds at the highest aggregate Sale Price on the Business Day following the date on which a Liquidity Provider Bondowner receives a Purchase Notice (a “Sale Date”), provided, that the amount of Excess Interest payable such Liquidity Provider Bonds that are not remarketed shall be in an Authorized Denomination. A Liquidity Provider Bondowner shall decide whether to sell any Liquidity Provider Bonds by giving written notice of such decision to the Trustee and the Remarketing Agent by [3:00] p.m. on the Business Day preceding the Sale Date. In the event such notice is not timely delivered by a Liquidity Provider Bondowner, such Liquidity Provider Bondowner shall be deemed to have determined to sell such Liquidity Provider Bonds. If a Liquidity Provider Bondowner determines or is deemed to have determined to sell such Liquidity Provider Bonds, such Liquidity Provider Bondowner shall deliver such Liquidity Provider Bonds to the Trustee (or, in the case of Liquidity Provider Bonds which are Book Entry Bonds, shall cause the beneficial ownership thereof to be remarketed firstcredited to the account of the applicable Trustee at DTC) by [10:00] a.m. on the Sale Date against receipt of the Sale Price therefor, plus the Differential Interest Amount, if any, in immediately available funds to the Bank at the account specified pursuant to Section 2.07(a) or at the Liquidity Provider Bondowner’s address listed in the Bond Register, as applicable, and such Bonds shall thereupon no longer be considered Liquidity Provider Bonds. Any sale of a Bank Liquidity Provider Bond pursuant to this Section 2.13(b2.04(b) shall be without recourse to the seller and without representation or warranty of any kind by kind. When Liquidity Provider Bonds are purchased in accordance with this Section 2.04(b), the Bank or any Bank Bondholder. The Bank agrees Trustee shall, upon receipt of authorization to deliver and, by its acceptance of a Bank Bond, each other Bank Bondholder agrees to deliver (but only transfer such Bonds and upon receipt by the Bank or such other Bank Bondholder of Dollars in the amount Liquidity Provider Bondowner of the Sale Price) Price and the Differential Interest Amount, if any, notify the Remarketing Agent and the Issuer that such Bonds are no longer Liquidity Provider Bonds. The Trustee shall not instruct or authorize the bond registrar to transfer any such Liquidity Provider Bonds or beneficial interests therein, or re register the same, pursuant to the Trustee each certificate representing a Bank Bond sold by it pursuant to this Section 2.13(b), including without limitation certificates representing Bank Bonds which are deemed to have been delivered in accordance with the provisions instructions of the IndentureRemarketing Agent until the Trustee has received from the Liquidity Provider Bondowner written confirmation of the receipt of such funds.

Sales by Remarketing Agent. (i) The Bank and Dexia and, by its acceptance of a Purchased Bond, each other Bank Purchased Bondholder, by the acceptance by each of a Bank Bondsubject to Section 2.04(c) hereof, hereby authorize the Remarketing Agent to remarket and sell Bank Purchased Bonds purchased pursuant to Section 2.03(d) on behalf of the Bank Dexia or such Bank other Purchased Bondholder pursuant to the Indenture and in accordance with applicable securities law at a price equal to the principal amount thereof plus unpaid accrued interest thereon to the date such Bank Bonds are to be sold. Prior to 11:00 a.m. on any Business Day on which any Bank Bondholder holds Bank Bonds, the Remarketing Agent may deliver a notice (a “Purchase Notice”) to such Bank Bondholder as registered on the bond register maintained by the Trustee or DTC and to the Bank, stating that it has located a purchaser (each, a “Purchaser”) for some or all of such Bank Bonds and that such Purchaser desires to purchase such Bank Bonds on a Business Day (a “Sale Date”) which shall be at least two (2) Business Days after the date on which the Purchase Notice is received by the Bank Bondholder (unless the Bank Bondholder agrees in writing to a shorter period). The Bank Bonds to be purchased shall be in an authorized denomination and at a price equal to the principal amount thereof plus unpaid accrued interest thereon to the Sale Date at the interest rate applicable to be borne by the Bonds that are not Bank Bonds (or for any period of time during which all Bonds are Bank Bondsafter such sale or, at if less, the Bank Rate) Purchased Bond Rate (the “Sale Price”). If less than all Bank Purchased Bonds are remarketed on any date, the Bank Purchased Bonds having the highest lowest aggregate amount of Excess Bond Interest payable with respect thereto shall be deemed to be remarketed first. Prior to 11:30 a.m. on any Business Day on which a Purchased Bondholder holds Purchased Bonds, the Remarketing Agent may deliver a notice (a “Purchase Notice”) to a Purchased Bondholder as registered on the Bond Register and to Dexia stating that the Remarketing Agent has located a purchaser for some or all of such Purchased Bonds and that such purchaser desires to purchase an authorized denomination of such Purchased Bonds at the Sale Price on the second Business Day following the date on which a Purchased Bondholder receives a Purchase Notice (a “Sale Date”). A Purchased Bondholder shall decide whether to sell any Purchased Bonds by giving written notice of such decision to the Trustee and the Remarketing Agent by 4:00 p.m. on the Business Day preceding the Sale Date. In the event such notice is not timely delivered by a Purchased Bondholder, such Purchased Bondholder shall be deemed to have determined to sell such Purchased Bonds. If a Purchased Bondholder determines or is deemed to have determined to sell such Purchased Bonds, such Purchased Bondholder shall deliver such Purchased Bonds to the Trustee (or, in the case of Purchased Bonds which are Book-Entry Bonds, shall cause the beneficial ownership thereof to be credited to the account of the applicable Remarketing Agent at DTC) by 10:00 a.m. on the Sale Date against receipt of the Sale Price therefor, plus the Differential Interest Amount, if any, in immediately available funds to Dexia at the account specified pursuant to Section 2.07(a) hereof or at the Purchased Bondholder’s address listed in the Bond Register, as applicable, and such Bonds shall thereupon no longer be considered Purchased Bonds. Any sale of a Bank Purchased Bond pursuant to this Section 2.13(b2.04(b) shall be without recourse to the seller and without representation or warranty of any kind by kind. When Purchased Bonds are purchased in accordance with this Section 2.04(b), the Bank or any Bank Bondholder. The Bank agrees Trustee shall, upon receipt of authorization to deliver and, by its acceptance of a Bank Bond, each other Bank Bondholder agrees to deliver (but only transfer such Bonds and upon receipt by the Bank or such other Bank Purchased Bondholder of Dollars in the amount of the Sale Price) Price and the Differential Interest Amount, if any, notify the Remarketing Agent and the Issuer that such Bonds are no longer Purchased Bonds. The Trustee shall not instruct or authorize the bond registrar to transfer any such Purchased Bonds, or re–register the same, pursuant to the Trustee each certificate representing a Bank Bond sold by it pursuant to this Section 2.13(b), including without limitation certificates representing Bank Bonds which are deemed to have been delivered in accordance with the provisions instructions of the IndentureRemarketing Agent until the Trustee has received from the Purchased Bondholder written confirmation of the receipt of such funds.

Sales by Remarketing Agent. (i) The Bank and and, by its acceptance of a Purchased Bond, each other Bank Purchased Bondholder, by the acceptance by each of a Bank Bondsubject to Section 2.04(c), hereby authorize the Remarketing Agent to remarket and sell Bank Purchased Bonds purchased pursuant to Section 2.03(d) on behalf of the Bank or such Bank Bondholder pursuant to the Indenture and in accordance with applicable securities law at a price equal to the principal amount thereof plus unpaid accrued interest thereon to the date such Bank other Purchased Bondholder. If less than all Purchased Bonds are remarketed on any date, the Purchased Bonds having the highest aggregate amount of Excess Interest payable with respect thereto shall be deemed to be sold. Prior to 11:00 a.m. on any Business Day on which any Bank Bondholder holds Bank Bonds, the Remarketing Agent may deliver a notice (a “Purchase Notice”) to such Bank Bondholder as registered on the bond register maintained by the Trustee or DTC and to the Bank, stating that it has located a purchaser (each, a “Purchaser”) for some or all of such Bank Bonds and that such Purchaser desires to purchase such Bank Bonds on a Business Day (a “Sale Date”) which shall be at least two (2) Business Days after the date on which the Purchase Notice is received by the Bank Bondholder (unless the Bank Bondholder agrees in writing to a shorter period). The Bank Bonds to be purchased shall be in an authorized denomination and remarketed first at a price equal to the principal amount thereof plus unpaid accrued interest thereon to the Sale Date at the interest rate applicable to be borne by the Bonds that are not Bank Purchased Bonds (or for any period of time during which all Bonds are Bank Bondsthe “Bond Rate”), at if any, after such sale or, if the Bank Purchased Bond Rate is less than the Bond Rate) , the Purchased Bond Rate (the “Sale Price”). If less than all Bank Bonds are remarketed Prior to 11:30 a.m. on any dateBusiness Day on which a Purchased Bondholder holds Purchased Bonds, the Remarketing Agent may deliver a notice (a “Purchase Notice”) to a Purchased Bondholder as registered on the Bond Register maintained by the Trustee or DTC and to the Bank stating that the Remarketing Agent has located a purchaser for some or all of such Purchased Bonds having and that such purchaser desires to purchase an authorized denomination of such Purchased Bonds at the highest aggregate amount Sale Price on the second Business Day following the date on which a Purchased Bondholder receives a Purchase Notice (a “Sale Date”). A Purchased Bondholder shall decide whether to sell any Purchased Bonds by giving written notice of Excess Interest payable such decision to the Trustee and the Remarketing Agent by 4:00 p.m. on the Business Day preceding the Sale Date. In the event such notice is not timely delivered by a Purchased Bondholder, such Purchased Bondholder shall be deemed to have determined to sell such Purchased Bonds. If a Purchased Bondholder determines or is deemed to have determined to sell such Purchased Bonds, such Purchased Bondholder shall deliver such Purchased Bonds to the Trustee (or, in the case of Purchased Bonds which are Book-Entry Bonds, shall cause the beneficial ownership thereof to be remarketed firstcredited to the account of the applicable Remarketing Agent at DTC) by 10:00 a.m. on the Sale Date against receipt of the Sale Price therefor, plus the Differential Interest Amount, if any, in immediately available funds to the Bank at the account specified pursuant to Section 2.07(a) or at the Purchased Bondholder’s address listed in the Bond Register, as applicable, and such Bonds shall thereupon no longer be considered Purchased Bonds. Any sale of a Bank Purchased Bond pursuant to this Section 2.13(b2.04(b) shall be without recourse to the seller and without representation or warranty of any kind by kind. When Purchased Bonds are purchased in accordance with this Section 2.04(b), the Bank or any Bank Bondholder. The Bank agrees Trustee shall, upon receipt of authorization to deliver and, by its acceptance of a Bank Bond, each other Bank Bondholder agrees to deliver (but only transfer such Bonds and upon receipt by the Bank or such other Bank Purchased Bondholder of Dollars in the amount of the Sale Price) to Price and the Trustee each certificate representing a Differential Interest Amount, if any, notify the Remarketing Agent, the Bank Bond sold and the Commission that such Bonds are no longer Purchased Bonds and the Bank shall by it pursuant to this Section 2.13(b), including without limitation certificates representing Bank Bonds which are deemed to have been delivered in accordance with the provisions of the Indenture.12:30