This page uses extracted PDF text. Text can misread numbers, dates or table columns. Check the PDF before quoting or interpreting it. Redacted areas remain redacted.
and in the performance thereof, it is the intention of the parties that the Remarketing Agent will act solely
as an agent and not as a principal except as expressly provided in Section 12 hereof.
(a) Determination of Interest Rates. The Remarketing Agent shall determine the
interest rates on the Bonds in the manner and at the times specified therefor in the Indenture.
(b) Remarketing of Tendered Bonds.
(i) The Remarketing Agent shall use its best efforts to remarket Bonds to be
purchased as described in the Indenture. It shall be a condition of the Remarketing Agent’s
obligations to perform its duties hereunder at any time that there does not then currently
exist an Event of Default under the Indenture.
(ii) The Remarketing Agent may suspend its remarketing efforts hereunder
immediately, after written or electronic notice to the Borrower, the Issuer and the Trustee,
upon the occurrence of any of the following, which suspension may continue only so long
as any of the following continues to exist:
(A) Any of the representations or warranties of the Borrower made in
Sections 5 and 9 hereof shall not have been true and correct on the date made, or
the Borrower shall fail to observe any of the covenants or agreements made in
Section 5 hereof;
(B) Any event shall occur or information shall become known, which,
in the judgment of the Remarketing Agent after consultation with the Borrower
and the Issuer, makes untrue, incorrect or misleading in any material respect any
statement or information contained in the Official Statement prepared with respect
to the Bonds (the “Official Statement”), or other Disclosure Documents
(hereinafter defined in Section 6(b)) provided to the Remarketing Agent in
connection with the performance of its duties hereunder, whether provided
pursuant to Section 5 hereof or otherwise, or causes such document to contain an
untrue, incorrect or misleading statement of a material fact or to omit to state a
material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; or
(C) Legislation shall be enacted and become effective, to the effect
that, or a decision by a court of the United States shall be rendered, or a stop order,
ruling, regulation or official statement by, or on behalf of, the Securities and
Exchange Commission or any other governmental agency having jurisdiction of
the subject matter shall be issued or made to the effect that, or any other event
occurs which, in the judgment of the Remarketing Agent after consultation with
the Borrower and the Issuer, would have the effect that, the remarketing of
obligations of the general character of the Bonds, or the remarketing of the Bonds,
including all underlying obligations, as contemplated hereby or by the most current
offering documents or materials for the Bonds, is in violation or would be in
violation of any provision of the federal securities law, including the Securities Act
of 1933, as amended, and as then in effect, or that the Indenture are not exempt
from qualification under or other requirements of the Trust Indenture Act of 1939,
as amended, and as then in effect, or with the purpose or effect of otherwise
prohibiting the remarketing of obligations of the general character of the Bonds,
2Jump to an indexed page (744 of 744)