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(c) Remarketing. Not less than 10 days before each Remarketing Date, the Remarketing Agent
shall offer for sale and use its best efforts to sell the Bonds Outstanding on the Remarketing Date at a price
equal to 100% of the principal amount of such Bonds in accordance with Section 2.04(c) hereof plus, if
such Remarketing Date is a date other than an Interest Payment Date, accrued interest on such Bonds from
the preceding Interest Payment Date to which interest has been paid. Prior to each Remarketing Date, the
Remarketing Agent shall give notice, in writing to the Remarketing Notice Parties specifying the principal
amount of the Bonds, if any, it has remarketed (including Bonds to be purchased by the Remarketing Agent
on the Remarketing Date for its own account, if any), the Remarketing Rate and the Remarketing Period
applicable to the Bonds.
The Remarketing Agent shall have the right to remarket any Bond tendered pursuant to
Section 4.03 hereof; provided, however, that no such Bond shall be remarketed at a price less than 100%
of the principal amount thereof plus accrued interest (if any) without the prior written consent of the
Borrower; and provided, further, that the purchase price of any Bond paid to the tendering Holder allocable
to such discount shall be paid with Available Money made available by the Borrower therefor and on
deposit with the Trustee prior to the remarketing of such Bonds. The Remarketing Agent shall have the
right but not the obligation to purchase any Bond tendered or deemed tendered pursuant to Section 4.03
hereof at 100% of the principal amount thereof, and to thereafter sell such Bond. Any such purchase shall
constitute a remarketing hereunder.
The Remarketing Agent shall not remarket any Bond to the Issuer, the Borrower, any guarantor of
the Bonds or any person which is an “insider” of the Issuer, Borrower, or any such guarantor within the
meaning of the Bankruptcy Code.
(d) Final Conditions to Remarketing. If, not later than the Remarketing Date:
(1) the Remarketing Agent shall have notified the Trustee in writing of the
remarketing of the Outstanding Bonds and that the proceeds from the remarketing (including
proceeds of remarketing of Outstanding Bonds to be purchased by the Remarketing Agent on the
Remarketing Date for its own account) or other funds equal to the amount needed to purchase the
remarketed Bonds on the Remarketing Date are expected to be available to the Trustee on the
Remarketing Date for deposit into the Remarketing Proceeds Account;
(2) the Trustee shall have received written confirmation that the Rating Agency has
received and approved a Cash Flow Projection based on the interest rate(s) to be in effect with
respect to the Outstanding Bonds on and after the Remarketing Date;
(3) there shall be on deposit with the Trustee, from Available Money provided by the
Borrower an amount sufficient to pay the Extension Payment set forth in the Cash Flow Projection
for deposit to the Interest Payment Account of the Bond Fund with respect to the payment of Bond
Service Charges during the new Remarketing Period;
(4) Bond Counsel is prepared to deliver a Favorable Opinion of Bond Counsel as to
the remarketing; and
(5) either (i) there shall be on deposit with the Trustee an amount sufficient to pay the
estimated Remarketing Expenses as certified in writing to the Trustee by the Borrower for deposit
in the Costs of Issuance Fund; or (ii) the Remarketing Agent shall have certified in writing to the
Trustee that provision for the payment of the estimated Remarketing Expenses shall have been
made to the satisfaction of the Remarketing Agent;
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