Common use of The Remarketing Agent Clause in Contracts

The Remarketing Agent. ‌ The Remarketing Agent identified in Section 1.01 hereof shall serve as the Remarketing Agent for the Bonds. The Remarketing Agent shall designate to the Trustee its Designated Office and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Borrower (and, if requested, the Investor Member) and the Trustee. In addition, the Remarketing Agent will agree particularly to: (a) keep such records relating to its computations of interest rates for the Bonds as shall be consistent with prudent industry practice and to make such records available for inspection by the Issuer, the Trustee, the Investor Member and the Borrower at all reasonable times; and (b) perform all of its functions and duties under this Indenture. The Remarketing Agent shall be entitled to advice of legal counsel on any matter relating to the Remarketing Agent’s obligations hereunder and shall be entitled to act upon the opinion of such counsel in the exercise of reasonable care in fulfilling such obligations. The Remarketing Agent shall be entitled to appoint additional co-Remarketing Agents to assist in the performance of the Remarketing Agent's obligations under this Indenture, and any such appointment shall be effective without any action by the Issuer or the Borrower being necessary; provided that any such co-Remarketing Agent, shall have a capitalization of at least $5,000,000, or shall have a line of credit with a commercial bank in the amount of at least $5,000,000, shall be in conformity with all standards and requirements of the Municipal Securities Rulemaking Board and the Securities and Exchange Commission, and shall be authorized by law to perform all the duties imposed upon it by this Indenture. The Remarketing Agent shall take responsibility for any co- Remarketing Agent it appoints.

The Remarketing Agent. ‌ (a) The Issuer hereby appoints McDonald Investments Inc. as Remarketing Agent identified in Section 1.01 hereof shall serve as the Remarketing Agent for the Bondsunder this Indenture. The Issuer may appoint a different Remarketing Agent shall designate Agent. Each Remarketing Agent, by written instrument delivered to the Trustee its Designated Office and signify its acceptance of the Issuer, shall accept the duties and obligations imposed upon on it hereunder by under this Indenture and shall become a written instrument of acceptance delivered party to the Issuer, Remarketing Agreement. (b) In addition to the Borrower (and, if requested, other obligations imposed on the Investor Member) and the Trustee. In additionRemarketing Agent hereunder, the Remarketing Agent will shall agree particularly to: (a) to keep such books and records relating to its computations of interest rates for the Bonds as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer and the Trustee at all reasonable times. (c) If at any time a Remarketing Agent is unable or unwilling to act as a Remarketing Agent, such Remarketing Agent, upon 60 days' prior written notice to the Issuer, the Trustee, the Investor Member Tender Agent, and any other Remarketing Agent, may resign. Any Remarketing Agent may be removed at any time by the Borrower at Issuer, by written notice signed by the Issuer and delivered to the Trustee and such Remarketing Agent. Upon resignation or removal of a Remarketing Agent, the Issuer shall either appoint a successor Remarketing Agent or authorize the remaining Remarketing Agent or Agents to act alone in such capacity, in which case all reasonable times; and (b) perform all of its functions and duties under reference in this Indenture. The Indenture to the Remarketing Agent shall be entitled mean the remaining Remarketing Agent or Agents. If the remaining Remarketing Agent resigns or is removed, the Issuer shall appoint a substitute Remarketing Agent or Agents. (d) In the event that the Issuer shall fail to advice of legal counsel on any matter relating to the appoint a successor Remarketing Agent’s obligations hereunder and shall be entitled to act Agent or Agents, upon the opinion resignation or removal of such counsel in the exercise of reasonable care in fulfilling such obligations. The remaining Remarketing Agents or upon their dissolution, insolvency or bankruptcy, the Trustee may either appoint a Remarketing Agent shall be entitled to appoint additional co-or Agents or itself act as Remarketing Agent until the appointment of a successor Remarketing Agent or Agents to assist in accordance with this Section 12.01; provided, however, that the performance of the Remarketing Agent's obligations under this IndentureTrustee, and any such appointment shall be effective without any action by the Issuer or the Borrower being necessary; provided that any such co-in its capacity as Remarketing Agent, shall have a capitalization of at least $5,000,000, or shall have a line of credit with a commercial bank in the amount of at least $5,000,000, shall not be in conformity with all standards and requirements of the Municipal Securities Rulemaking Board and the Securities and Exchange Commission, and shall be authorized by law required to perform all the duties imposed upon it by this Indenture. The Remarketing Agent shall take responsibility for any co- Remarketing Agent it appointssell Notes.

The Remarketing Agent. ‌ (a) The Issuer hereby appoints First Union Capital Markets Corp., with its corporate office in Charlotte, North Carolina, as Remarketing Agent identified in Section 1.01 hereof shall serve as the Remarketing Agent for the Bondsunder this Indenture. The Remarketing Agent shall designate and any successor Remarketing Agent, by written instrument delivered to the Trustee its Designated Office Issuer and signify its acceptance of the Trustee, shall accept the duties and obligations imposed upon on it hereunder by a written instrument of acceptance delivered under this Indenture and the Remarketing Agreement. (b) In addition to the Issuer, other obligations imposed on the Borrower (and, if requested, the Investor Member) and the Trustee. In additionRemarketing Agent hereunder, the Remarketing Agent will shall agree particularly to: (a) to keep such books and records relating to in connection with its computations of interest rates for the Bonds activities as Remarketing Agent hereunder as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer, the Trustee, the Investor Member Trustee and the Borrower Credit Facility Issuer at all reasonable times; and. (bc) perform all of its functions and duties under this Indenture. The Remarketing Agent shall at all times be entitled to advice of legal counsel on any matter relating to the Remarketing Agent’s obligations hereunder and shall be entitled to act upon the opinion of such counsel in the exercise of reasonable care in fulfilling such obligations. The Remarketing Agent shall be entitled to appoint additional co-Remarketing Agents to assist in the performance a member of the Remarketing Agent's obligations National Association of Securities Dealers, Inc. and registered as a Municipal Securities Dealer under this Indenturethe Securities Exchange Act of 1934, and any such appointment shall be effective without any action by the Issuer or the Borrower being necessary; provided that any such co-Remarketing Agent, shall have a capitalization of at least $5,000,000as amended, or shall have a line of credit with national banking association or a commercial bank or a trust company, in the amount of at least $5,000,000, shall be in conformity with all standards and requirements of the Municipal Securities Rulemaking Board and the Securities and Exchange Commission, and shall be each case authorized by law to perform all its obligations hereunder. (d) If at any time the duties imposed Remarketing Agent is unable or unwilling to act as Remarketing Agent, the Remarketing Agent, upon it by this Indenturethirty (30) Business Days' prior written notice to the Issuer, the Trustee, the Credit Facility Issuer and the Tender Agent, may resign. The Remarketing Agent may be removed at any time by the Issuer, by written notice signed by the Issuer delivered to the Trustee, the Remarketing Agent, the Credit Facility Issuer and the Tender Agent. Upon resignation or removal of the Remarketing Agent, the Issuer, shall take responsibility for any co- appoint a substitute Remarketing Agent it appointsmeeting the qualifications of Section 12.1(c) above. (e) In the event that the Issuer shall fail to appoint a successor Remarketing Agent, upon the resignation or removal of the Remarketing Agent or upon its dissolution, insolvency or bankruptcy, the Trustee may, but is not required to, appoint a Remarketing Agent or may itself act as Remarketing Agent until the appointment of a successor Remarketing Agent in accordance with this Section 12.1; provided, however, that the Trustee, in its capacity as Remarketing Agent, shall not be required to sell Bonds or determine the interest rate on the Bonds pursuant to Section 2.2 hereof.

The Remarketing Agent. ‌ (a) The Issuer hereby appoints KeyBank National Association as Remarketing Agent identified in Section 1.01 hereof shall serve as the Remarketing Agent for the Bondsunder this Indenture. The Company on behalf of the Issuer may appoint a different Remarketing Agent shall designate Agent. Each Remarketing Agent, by written instrument delivered to the Trustee its Designated Office and signify its acceptance of the Issuer, shall accept the duties and obligations imposed upon on it hereunder by under this Indenture and shall become a written instrument of acceptance delivered party to the Issuer, Remarketing Agreement. (b) In addition to the Borrower (and, if requested, other obligations imposed on the Investor Member) and the Trustee. In additionRemarketing Agent hereunder, the Remarketing Agent will shall agree particularly to: (a) to keep such books and records relating to its computations of interest rates for the Bonds as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer and the Trustee at all reasonable times. (c) If at any time a Remarketing Agent is unable or unwilling to act as a Remarketing Agent, such Remarketing Agent, upon 60 days' prior written notice to the Issuer, the Trustee, the Investor Member Tender Agent, and any other Remarketing Agent, may resign. Any Remarketing Agent may be removed at any time by the Borrower at Company on behalf of the Issuer, by written notice signed by the Issuer and delivered to the Trustee and such Remarketing Agent. Upon resignation or removal of a Remarketing Agent, the Company on behalf of the Issuer shall either appoint a successor Remarketing Agent or authorize the remaining Remarketing Agent or Agents to act alone in such capacity, in which case all reasonable times; and (b) perform all of its functions and duties under reference in this Indenture. The Indenture to the Remarketing Agent shall be entitled mean the remaining Remarketing Agent or Agents. If the remaining Remarketing Agent resigns or is removed, the Company on behalf of the Issuer shall appoint a substitute Remarketing Agent or Agents. (d) In the event that the Company on behalf of the Issuer shall fail to advice of legal counsel on any matter relating to the appoint a successor Remarketing Agent’s obligations hereunder and shall be entitled to act Agent or Agents, upon the opinion resignation or removal of such counsel in the exercise of reasonable care in fulfilling such obligations. The remaining Remarketing Agents or upon their dissolution, insolvency or bankruptcy, the Trustee may either appoint a Remarketing Agent shall be entitled to appoint additional co-or Agents or itself act as Remarketing Agent until the appointment of a successor Remarketing Agent or Agents to assist in accordance with this Section 12.01; provided, however, that the performance of the Remarketing Agent's obligations under this IndentureTrustee, and any such appointment shall be effective without any action by the Issuer or the Borrower being necessary; provided that any such co-in its capacity as Remarketing Agent, shall have a capitalization of at least $5,000,000, or shall have a line of credit with a commercial bank in the amount of at least $5,000,000, shall not be in conformity with all standards and requirements of the Municipal Securities Rulemaking Board and the Securities and Exchange Commission, and shall be authorized by law required to perform all the duties imposed upon it by this Indenture. The Remarketing Agent shall take responsibility for any co- Remarketing Agent it appointssell Bonds.

The Remarketing Agent. ‌ The Remarketing Agent identified in Section 1.01 hereof shall serve as the Remarketing Agent (a) At least 15 days prior to a Conversion Date for the Bonds, the Company shall appoint a Remarketing Agent or Co-Remarketing Agents that satisfy the requirements of this Section 13. 1. The Remarketing Agent shall designate to the Trustee its Designated Office and signify its acceptance of the duties and obligations imposed upon it hereunder Agent, by a written instrument of acceptance delivered to the Issuer, the Borrower (and, if requestedTrustee, the Investor Member) Bank and the Trustee. Company, shall accept the duties and obligations imposed on it under this Indenture and shall become a party to the Remarketing Agreement. (b) In additionaddition to the other obligations imposed on the Remarketing Agent hereunder, the Remarketing Agent will shall agree particularly to: (a) to keep such books and records relating to its computations of interest rates for the Bonds as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer, the Trustee, the Investor Member Bank and the Borrower Company at all reasonable times; and. (bc) perform all The Remarketing Agent may resign or be removed by the Company as provided in the Remarketing Agreement. Upon resignation or removal of its functions the Remarketing Agent, the Company shall appoint a successor Remarketing Agent to act in such capacity and duties under this Indentureshall give prompt written notice of such appointment and a copy of the Bank consent thereto to the Issuer. The Any successor Remarketing Agent shall be entitled to advice a nationally recognized broker-dealer who engages in the remarketing of legal counsel on any matter relating securities similar to the Bonds and has outstanding debt obligations assigned ratings from any two of Fitch, Moody's and S&P, as follows: no lower than Baa3/P-3 or better by Moody's, or be otherwise acceptable to Moody's, if the Bonds are then rated by Moody's, BBB- or better by S&P, or be otherwise acceptable to S&P, if the Bonds are then rated by S&P, or BBB- or better by Fitch, or be otherwise acceptable to Fitch, if the Bonds are then rated by Fitch. (d) In the event that the Company shall fail to appoint a successor Remarketing Agent’s obligations hereunder and shall be entitled to act , upon the opinion of such counsel in the exercise of reasonable care in fulfilling such obligations. The Remarketing Agent shall be entitled to appoint additional co-Remarketing Agents to assist in the performance resignation or removal of the Remarketing Agent's obligations under Agent or upon its dissolution, insolvency or bankruptcy, the Trustee shall either appoint a Remarketing Agent or itself act as Remarketing Agent until the appointment of a successor Remarketing Agent in accordance with this IndentureSection; provided, and any such appointment shall be effective without any action by however, that the Issuer or the Borrower being necessary; provided that any such co-Trustee, in its capacity as Remarketing Agent, shall have a capitalization of at least $5,000,000, not be required to sell Bonds or shall have a line of credit with a commercial bank in to determine the amount of at least $5,000,000, shall be in conformity with all standards and requirements of interest rates for the Municipal Securities Rulemaking Board and the Securities and Exchange Commission, and shall be authorized by law to perform all the duties imposed upon it by this Indenture. The Remarketing Agent shall take responsibility for any co- Remarketing Agent it appointsBonds.

The Remarketing Agent. ‌ (a) The Issuer hereby appoints First Union National Bank of North Carolina, with its corporate office in Charlotte, North Carolina, as Remarketing Agent identified in Section 1.01 hereof shall serve as the Remarketing Agent for the Bondsunder this Indenture. The Remarketing Agent shall designate to the Trustee its Designated Office and signify its acceptance of the duties and obligations imposed upon it hereunder any successor Remarketing Agent, by a written instrument of acceptance delivered to the Issuer, the Borrower (and, if requested, the Investor Member) Trustee and the Trustee. Company, shall accept the duties and obligations imposed on it under this Indenture and the Remarketing Agreement. (b) In additionaddition to the other obligations imposed on the Remarketing Agent hereunder, the Remarketing Agent will shall agree particularly to: (a) to keep such books and records relating to in connection with its computations of interest rates for the Bonds activities as Remarketing Agent hereunder as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer, the Trustee, the Investor Member Credit Facility Issuer and the Borrower Company at all reasonable times; and. (bc) perform all of its functions and duties under this Indenture. The Remarketing Agent shall at all times be entitled to advice of legal counsel on any matter relating to the Remarketing Agent’s obligations hereunder and shall be entitled to act upon the opinion of such counsel in the exercise of reasonable care in fulfilling such obligations. The Remarketing Agent shall be entitled to appoint additional co-Remarketing Agents to assist in the performance a member of the Remarketing Agent's obligations National Association of Securities Dealers, Inc. and registered as a Municipal Securities Dealer under this Indenturethe Securities Exchange Act of 1934, and any such appointment shall be effective without any action by the Issuer or the Borrower being necessary; provided that any such co-Remarketing Agent, shall have a capitalization of at least $5,000,000as amended, or shall have a line of credit with national banking association or a commercial bank or a trust company, in the amount of at least $5,000,000, shall be in conformity with all standards and requirements of the Municipal Securities Rulemaking Board and the Securities and Exchange Commission, and shall be each case authorized by law to perform all its obligations hereunder. (d) If at any time the duties imposed Remarketing Agent is unable or unwilling to act as Remarketing Agent, the Remarketing Agent, upon it by this Indenturethirty (30) Business Days' prior written notice to the Issuer, the Trustee, the Credit Facility Trustee, the Credit Facility Issuer, the Tender Agent and 65 72 the Company, may resign. The Remarketing Agent may be removed at any time by the Company with the consent of the Issuer, by written notice signed by the Company delivered to the Trustee, the Remarketing Agent, the Credit Facility Issuer and the Tender Agent. Upon resignation or removal of the Remarketing Agent, the Company, with the consent of the Issuer, shall take responsibility for any co- appoint a substitute Remarketing Agent it appointsmeeting the qualifications of Section 12.1(c) above. (e) In the event that the Company shall fail to appoint a successor Remarketing Agent, upon the resignation or removal of the Remarketing Agent or upon its dissolution, insolvency or bankruptcy, the Trustee may, but is not required to, appoint a Remarketing Agent or may itself act as Remarketing Agent until the appointment of a successor Remarketing Agent in accordance with this Section 12.1; provided, however, that the Trustee, in its capacity as Remarketing Agent, shall not be required to sell Bonds or determine the interest rate on the Bonds pursuant to Section 2.2 hereof.

The Remarketing Agent. ‌ (a) The Issuer hereby appoints Banc of America Securities LLC as Remarketing Agent identified under this Indenture. The Issuer, at the direction of the Company, may appoint additional Remarketing Agents. If, at any time, there is more than one Remarketing Agent (which term, as used hereinafter in this Section 1.01 hereof 13.01, means any one entity serving in the capacity of Remarketing Agent) hereunder, each such Remarketing Agent shall serve as perform such of the duties of the Remarketing Agent for hereunder as are set forth in the Bonds. The Remarketing Agreement and such Remarketing Agent shall designate deliver to the Trustee its Designated Office and signify its acceptance of the duties and obligations imposed upon it hereunder by Tender Agent a written instrument specifying, in the event of acceptance conflicting directions given by those Remarketing Agents to the Trustee or Tender Agent, which set of directions shall be controlling for all purposes hereunder. Each Remarketing Agent, by written instrument delivered to the Issuer, the Borrower (and, if requestedTrustee, the Investor Member) Credit Facility Issuer and the Trustee. Company (which written instrument may be the Remarketing Agreement), shall accept the duties and obligations imposed on it under this Indenture, subject to the terms and provisions of the Remarketing Agreement, and shall become a party to the Remarketing Agreement. (b) In additionaddition to the other obligations imposed on the Remarketing Agent hereunder, the Remarketing Agent will agree particularly to: (a) shall keep such books and records relating with respect to its computations of interest rates for the Bonds duties as Remarketing Agent as shall be consistent with prudent industry practice and to shall make such books and records available for inspection by the Issuer, the Trustee, the Investor Member Credit Facility Issuer and the Borrower Company at all reasonable times; and. (bc) perform At any time a Remarketing Agent may resign in accordance with the Remarketing Agreement. Any Remarketing Agent may be removed at any time in accordance with the Remarketing Agreement. Upon resignation or removal of a Remarketing Agent, the Issuer, at the direction of the Company, and if the Remarketing Agent was not the same as the Credit Facility Issuer or under common control with the Credit Facility Issuer, with the consent of the Credit Facility Issuer, such consent not to be unreasonably withheld, shall either appoint a successor Remarketing Agent or authorize the remaining Remarketing Agent or Agents to act alone in such capacity, in which case all of its functions and duties under references in this Indenture. The Indenture to the Remarketing Agent shall be entitled to advice mean the remaining Remarketing Agent or Agents. If the last remaining Remarketing Agent resigns or is removed, the Issuer, at the direction of legal counsel on any matter relating to the Company, shall appoint a successor Remarketing Agent’s obligations hereunder and shall be entitled to act upon the opinion of such counsel in the exercise of reasonable care in fulfilling such obligations. The Any successor Remarketing Agent shall be entitled to appoint additional co-Remarketing Agents to assist in the performance of the Remarketing Agent's obligations under this Indenturehave combined capital stock, surplus and any such appointment shall be effective without any action by the Issuer or the Borrower being necessary; provided that any such co-Remarketing Agent, shall have a capitalization undivided profits of at least $5,000,000, or shall have a line of credit with a commercial bank in the amount of at least $5,000,000, shall be in conformity with all standards and requirements of the Municipal Securities Rulemaking Board and the Securities and Exchange Commission, and shall be authorized by law to perform all the duties imposed upon it by this Indenture. 50,000,000. (d) The Remarketing Agent shall may in good faith buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Bondholders may be entitled to take responsibility for any co- with like effect as if the Remarketing Agent it appointswere not appointed to act in such capacity under this Indenture.

The Remarketing Agent. ‌ (a) The Issuer hereby appoints First Union National Bank, with its corporate office in Charlotte, North Carolina, as Remarketing Agent identified in Section 1.01 hereof shall serve as the Remarketing Agent for the Bondsunder this Indenture. The Remarketing Agent shall designate to the Trustee its Designated Office and signify its acceptance of the duties and obligations imposed upon it hereunder any successor Remarketing Agent, by a written instrument of acceptance delivered to the Issuer, the Borrower (and, if requested, the Investor Member) Trustee and the Trustee. Company, shall accept the duties and obligations imposed on it under this Indenture and the Remarketing Agreement. (b) In additionaddition to the other obligations imposed on the Remarketing Agent hereunder, the Remarketing Agent will shall agree particularly to: (a) to keep such books and records relating to in connection with its computations of interest rates for the Bonds activities as Remarketing Agent hereunder as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer, the Trustee, the Investor Member Credit Facility Issuer and the Borrower Company at all reasonable times; and. (bc) perform all of its functions and duties under this Indenture. The Remarketing Agent shall at all times be entitled to advice of legal counsel on any matter relating to the Remarketing Agent’s obligations hereunder and shall be entitled to act upon the opinion of such counsel in the exercise of reasonable care in fulfilling such obligations. The Remarketing Agent shall be entitled to appoint additional co-Remarketing Agents to assist in the performance a member of the Remarketing Agent's obligations National Association of Securities Dealers, Inc. and registered as a Municipal Securities Dealer under this Indenturethe Securities Exchange Act of 1934, and any such appointment shall be effective without any action by the Issuer or the Borrower being necessary; provided that any such co-Remarketing Agent, shall have a capitalization of at least $5,000,000as amended, or shall have a line of credit with national banking association or a commercial bank or a trust company, in the amount of at least $5,000,000, shall be in conformity with all standards and requirements of the Municipal Securities Rulemaking Board and the Securities and Exchange Commission, and shall be each case authorized by law to perform all its obligations hereunder. (d) If at any time the duties imposed Remarketing Agent is unable or unwilling to act as Remarketing Agent, the Remarketing Agent, upon it by this Indenturesixty (60) Business Days' prior written notice to the Issuer, the Trustee, the Credit Facility Trustee, the Credit Facility Issuer, the Tender Agent and the Company, may resign. The Remarketing Agent may be removed at any time by the Company with the consent of the Issuer, by written 30 days notice signed by the Company delivered to the Trustee, the Remarketing Agent, the Credit Facility Issuer and the Tender Agent. Upon resignation or removal of the Remarketing Agent, the Company, with the consent of the Issuer, shall take responsibility for any co- appoint a substitute Remarketing Agent it appointsmeeting the qualifications of Section 12.1(c) above. (e) In the event that the Company shall fail to appoint a successor Remarketing Agent, upon the resignation or removal of the Remarketing Agent or upon its dissolution, insolvency or bankruptcy, the Trustee may, but is not required to, appoint a Remarketing Agent or may itself act as Remarketing Agent until the appointment of a successor Remarketing Agent in accordance with this Section 12.1; provided, however, that the Trustee, in its capacity as Remarketing Agent, shall not be required to sell Bonds or determine the interest rate on the Bonds pursuant to Section 2.2 hereof.

The Remarketing Agent. ‌ (a) The Issuer hereby appoints First Union Capital Markets Corp., with its corporate office in Charlotte, North Carolina, as Remarketing Agent identified in Section 1.01 hereof shall serve as the Remarketing Agent for the Bondsunder this Indenture. The Remarketing Agent shall designate to the Trustee its Designated Office and signify its acceptance of the duties and obligations imposed upon it hereunder any successor Remarketing Agent, by a written instrument of acceptance delivered to the Issuer, the Borrower (and, if requested, the Investor Member) Trustee and the Trustee. Lessee, shall accept the duties and obligations imposed on it under this Indenture and the Remarketing Agreement. (b) In additionaddition to the other obligations imposed on the Remarketing Agent hereunder, the Remarketing Agent will shall agree particularly to: (a) to keep such books and records relating to in connection with its computations of interest rates for the Bonds activities as Remarketing Agent hereunder as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer, the Trustee, the Investor Member Credit Facility Issuer and the Borrower Lessee at all reasonable times; and. (bc) perform all of its functions and duties under this Indenture. The Remarketing Agent shall at all times be entitled to advice of legal counsel on any matter relating to the Remarketing Agent’s obligations hereunder and shall be entitled to act upon the opinion of such counsel in the exercise of reasonable care in fulfilling such obligations. The Remarketing Agent shall be entitled to appoint additional co-Remarketing Agents to assist in the performance a member of the Remarketing Agent's obligations National Association of Securities Dealers, Inc. and registered as a Municipal Securities Dealer under this Indenturethe Securities Exchange Act of 1934, and any such appointment shall be effective without any action by the Issuer or the Borrower being necessary; provided that any such co-Remarketing Agent, shall have a capitalization of at least $5,000,000as amended, or shall have a line of credit with national banking association or a commercial bank or a trust company, in the amount of at least $5,000,000, shall be in conformity with all standards and requirements of the Municipal Securities Rulemaking Board and the Securities and Exchange Commission, and shall be each case authorized by law to perform all its obligations hereunder. (d) If at any time the duties imposed Remarketing Agent is unable or unwilling to act as Remarketing Agent, the Remarketing Agent, upon it by this Indenturethirty (30) Business Days' prior written notice to the Issuer, the Trustee, the Credit Facility Issuer, the Tender Agent and the Lessee, may resign. The Remarketing Agent may be removed at any time by the Lessee with the consent of the Issuer and the Bank, by written notice signed by the Lessee delivered to the Trustee, the Remarketing Agent, the Credit Facility Issuer and the Tender Agent. Upon resignation or removal of the Remarketing Agent, the Lessee, with the consent of the Issuer, shall take responsibility for any co- appoint a substitute Remarketing Agent it appointsmeeting the qualifications of Section 12.1(c) above. (e) In the event that the Lessee shall fail to appoint a successor Remarketing Agent, upon the resignation or removal of the Remarketing Agent or upon its dissolution, insolvency or bankruptcy, the Trustee may, but is not required to, appoint a Remarketing Agent or may itself act as Remarketing Agent until the appointment of a successor Remarketing Agent in accordance with this Section 12.1; provided, however, that the Trustee, in its capacity as Remarketing Agent, shall not be required to sell Bonds or determine the interest rate on the Bonds pursuant to Section 2.2 hereof.

The Remarketing Agent. ‌ (a) The Company hereby appoints First Union Securities, Inc. as Remarketing Agent identified in Section 1.01 hereof shall serve as the Remarketing Agent for the Bondsunder this Indenture. The Remarketing Agent shall designate and any successor Remarketing Agent, by written instrument delivered to the Trustee its Designated Office and signify its acceptance of the Company, shall accept the duties and obligations imposed upon on it hereunder by a written instrument of acceptance delivered under this Indenture and the Remarketing Agreement. (b) In addition to the Issuer, other obligations imposed on the Borrower (and, if requested, the Investor Member) and the Trustee. In additionRemarketing Agent hereunder, the Remarketing Agent will shall agree particularly to: (a) to keep such books and records relating to in connection with its computations of interest rates for the Bonds activities as Remarketing Agent hereunder as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer, the Trustee, the Investor Member Credit Facility Issuer and the Borrower Company at all reasonable times; and. (bc) perform all of its functions and duties under this Indenture. The Remarketing Agent shall at all times be entitled to advice of legal counsel on any matter relating to the Remarketing Agent’s obligations hereunder and shall be entitled to act upon the opinion of such counsel in the exercise of reasonable care in fulfilling such obligations. The Remarketing Agent shall be entitled to appoint additional co-Remarketing Agents to assist in the performance a member of the Remarketing Agent's obligations National Association of Securities Dealers, Inc. or registered as a Municipal Securities Dealer under this Indenturethe Securities Exchange Act of 1934, and any such appointment shall be effective without any action by the Issuer or the Borrower being necessary; provided that any such co-Remarketing Agent, shall have a capitalization of at least $5,000,000as amended, or shall have a line of credit with national banking association or a commercial bank or a trust company, in the amount of at least $5,000,000, shall be in conformity with all standards and requirements of the Municipal Securities Rulemaking Board and the Securities and Exchange Commission, and shall be each case authorized by law to perform all its obligations hereunder. (d) If at any time the duties imposed Remarketing Agent is unable or unwilling to act as Remarketing Agent, the Remarketing Agent, upon it by this Indenture15 Business Days' prior written notice to the Trustee, the Tender Agent and the Company, may resign. The Remarketing Agent shall take responsibility for may be removed at any co- time by the Company, by written notice signed by the Company delivered to the Trustee, the Remarketing Agent it appointsand the Tender Agent. Upon resignation or removal of the Remarketing Agent, the Company shall appoint a substitute Remarketing Agent meeting the qualifications of Section 1101(c). (e) In the event that the Company shall fail to appoint a successor Remarketing Agent upon the resignation or removal of the Remarketing Agent or upon its dissolution, insolvency or bankruptcy, the Trustee may, but is not required to, appoint a Remarketing Agent or itself act as Remarketing Agent until the appointment of a successor Remarketing Agent in accordance with this Section 1101. (f) Notwithstanding any other provisions herein, the Remarketing Agent may at any time assign its duties as Remarketing Agent to an Affiliate of the Remarketing Agent. In the event of such assignment, the Remarketing Agent shall deliver written notice to the Trustee, the Tender Agent and the Company.