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.
Borrower agrees that prior to the date on which the resignation or removal of the Remarketing Agent is
effective it will promptly take such actions necessary to effect the appointment of a successor Remarketing
Agent pursuant to the terms and provisions of the Indenture.
Notwithstanding anything to the contrary contained herein or in the Indenture, any unpaid fees and
expenses due hereunder to the Remarketing Agent at the time of removal must be paid by the Borrower.
Upon the resignation or removal of the Remarketing Agent, the Remarketing Agent will pay over,
deliver and assign any Bonds or moneys for the purchase of Bonds held by it in such capacity to its
successor, together with a full accounting thereof.
Section 5. Disclosure Materials.
(a) The Borrower hereby authorizes the Remarketing Agent to use the Official
Statement in connection with the marketing of the Bonds on the Closing Date and in connection
with the remarketing of the Bonds thereafter. The Borrower will supply the Remarketing Agent
with such number of copies of the Official Statement as the Remarketing Agent requests prior to
the Closing Date and the Borrower will amend the document (and all documents incorporated by
reference) so that at all times the document will not, to the knowledge of the Borrower, contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading. At the
Borrower’s expense, the Borrower will take all steps reasonably requested by the Remarketing
Agent that the Remarketing Agent or its counsel may consider necessary or desirable to register
the sale of the Bonds by the Remarketing Agent under any federal or state securities law or qualify
the Indenture under the Trust Indenture Act of 1939.
(b) If the Remarketing Agent determines that it is necessary or desirable to use an
official statement or other Disclosure Documents in connection with its remarketing of the Bonds
(other than the Official Statement), the Remarketing Agent will notify the Borrower, and the
Borrower will use reasonable commercial efforts to provide the Remarketing Agent with the
Disclosure Documents in respect of the Bonds reasonably satisfactory to the Remarketing Agent
and its counsel; and the Borrower hereby authorizes the Remarketing Agent to use such Disclosure
Documents and the information contained therein in connection with the remarketing of the Bonds.
The Borrower will supply the Remarketing Agent with such number of copies of the Disclosure
Documents as the Remarketing Agent requests from time to time and the Borrower will amend the
document (and all documents incorporated by reference) so that at all times the document will not,
to the knowledge of the Borrower, contain any untrue or misleading statement of a material fact or
omit to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. In connection with the use of any
Disclosure Documents by the Remarketing Agent in its remarketing of the Bonds, the Borrower
will use reasonable commercial efforts to furnish to the Remarketing Agent such certificates,
accountants’ letters and opinions of counsel as the Remarketing Agent reasonably requests. In
addition, at the Borrower’s expense, the Borrower will take all steps reasonably requested by the
Remarketing Agent that the Remarketing Agent or its counsel may consider necessary or desirable
to register the sale of the Bonds by the Remarketing Agent under any federal or state securities law
or qualify the Indenture under the Trust Indenture Act of 1939.
(c) In the event the Remarketing Agent is asked to remarket the Bonds in any situation
that requires, by the terms of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934,
as amended (the “Rule”), compliance with the Rule:
4Jump to an indexed page (744 of 744)