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then the Trustee shall immediately give notice in writing to the Remarketing Notice Parties that (A) all
conditions precedent to the remarketing of the Outstanding Bonds have been satisfied and (B) the sale and
settlement of the Outstanding Bonds is expected to occur on the Remarketing Date. Following the Trustee鈥檚
notice, the Outstanding Bonds shall be sold to the purchasers identified by the Remarketing Agent for
delivery and settlement on the Remarketing Date, and the Trustee shall apply the funds in the Remarketing
Proceeds Account of the Bond Fund on the Remarketing Date to payment of the purchase price of the
Outstanding Bonds.
(e) Failure to Satisfy Final Conditions. If, not later than a Remarketing Date, any condition
set forth in subsection (d) above has not been satisfied, then, unless the Outstanding Bonds are otherwise
purchased on the Remarketing Date the Remarketing Agent shall not sell any of the Outstanding Bonds on
the Remarketing Date.
(f) Remarketing Proceeds. No later than 11:00 a.m. Local Time on each Remarketing Date,
the Remarketing Agent shall pay to the Trustee, in immediately available funds, the proceeds theretofore
received by the Remarketing Agent from the remarketing of Bonds tendered for purchase on such
Remarketing Date; provided, that the Remarketing Agent may use its best efforts to cause the purchasers
of the remarketed Bonds to pay the purchase price plus accrued interest (if any) to the Trustee in
immediately available funds. The proceeds from the remarketing of the Bonds shall be segregated from
any funds of the Borrower and the Issuer and shall in no case be considered to be or be assets of the
Borrower or the Issuer. Funds representing remarketing proceeds received by the Remarketing Agent after
11:00 a.m. Local Time on each Remarketing Date shall be paid to the Trustee as soon as practicable upon
such receipt.
(g) Delivery of Purchased Bonds. On or before the Business Day next preceding each
Remarketing Date, the Remarketing Agent shall notify the Trustee in writing of (1) the principal amount of
the Bonds to be sold by the Remarketing Agent pursuant to this Section and the purchase price, and, unless
the Bonds are then in the Book Entry System, the names, addresses and social security numbers or other
tax identification numbers of the proposed purchasers thereof; and (2) the principal amount of the Bonds
tendered for purchase on such Remarketing Date which will not be sold by the Remarketing Agent pursuant
to this Section.
Bonds purchased by the Trustee on a Mandatory Tender Date that have been remarketed shall be
delivered to the purchasers thereof as directed by the Remarketing Agent. Bonds delivered as provided in
this Section shall be registered in the manner directed in writing by the recipient thereof.
Section 4.06 Cancellation of Bonds. The Trustee shall immediately cancel Bonds if the tender
price of the Bonds is paid from amounts other than proceeds derived from the remarketing of the Bonds.
ARTICLE V
PROVISIONS AS TO FUNDS,
PAYMENTS, PROJECT AND AGREEMENT
Section 5.01 Creation of Funds; Allocation of Bond Proceeds.
(a) The funds and accounts described in this Section, designated as indicated, are created by
this Section. Each fund is to be maintained in the custody of the Trustee as a separate account. The funds
and accounts are as follows:
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