Purchase and Remarketing of Bonds. (a) The Remarketing Agent will use its best efforts to remarket all Bonds tendered or deemed to be tendered for purchase pursuant to the Optional or Mandatory Tender provisions hereof, subject to the provisions of subsections (g) and (h) of this Section. With the consent of the Bank, the Lessee may at any time direct the Remarketing Agent to cease or resume the remarketing of some or all of the Bonds. (b) Promptly after arranging for the remarketing of any Bond, the Remarketing Agent shall give the Trustee notice specifying, with respect to the purchaser of such Bond, (i) such purchaser’s name, address and taxpayer identification number, (ii) the principal amount and denomination of the Bond to be purchased, and (iii) whether the remarketing proceeds to be received from such purchaser will constitute Eligible Remarketing Proceeds. The Remarketing Agent shall make appropriate settlement arrangements with the purchaser of such remarketed Bond and shall direct such purchaser by appropriate instructions to pay the purchase price of such Bond to the Trustee. The Trustee shall deposit the proceeds of any such remarketing in the Bond Purchase Fund. All Eligible Remarketing Proceeds shall be deposited and held in a separate, segregated account in the Bond Purchase Fund and shall not be commingled with other money in the Bond Purchase Fund. (c) On the Tender Date with respect to any Bond (or portion thereof) the Trustee shall pay the purchase price to the Holder of such Bond. Such purchase price shall be paid by check or draft mailed by the Trustee to the Holder of such ▇▇▇▇ at his address appearing in the Bond Register or, upon the request of such Holder accompanied by adequate instructions, by wire transfer to an account of such ▇▇▇▇▇▇ maintained at a bank in the continental United States or by any other method providing for payment in same-day funds that is acceptable to the Trustee. The Trustee shall pay such purchase price from money on deposit in the Bond Purchase Fund; provided, that the Trustee shall not pay the purchase price of any Unsurrendered Bond, unless and until the Holder of such Unsurrendered Bond presents such Unsurrendered Bond to the Trustee or Tender Agent. Any Bond so purchased by the Trustee shall be delivered by the Trustee or Tender Agent in accordance with this Section. (d) The Trustee and the Tender Agent shall hold any Bond delivered to them pursuant to the Optional or Mandatory Tender provisions hereof in trust solely for the benefit of the Holder who shall have so delivered such Bond until money representing the purchase price of such Bond shall have been delivered to or for the account of such Holder. (e) Any Bond purchased by the Trustee with money drawn under the Letter of Credit (herein referred to as a “Pledged Bond”) shall be held by the Trustee or Tender Agent for the benefit of the Bank, as pledgee, subject to the following terms and conditions: (1) Upon receipt by the Trustee of notice from the Bank stating that the Letter of Credit has been reinstated as provided in the Letter of Credit (a “Reimbursement Notice”), then such Bond shall no longer be considered a “Pledged Bond” and the Trustee shall register such Bond as follows: (A) if such Bond has been remarketed by the Remarketing Agent, as directed by the Remarketing Agent, or (B) if such Bond has not been remarketed, in the name of the Lessee. Any Bond registered as directed by the Remarketing Agent shall be delivered by the Trustee or Tender Agent to, or upon the direction of, the Remarketing Agent. Any Bond registered in the name of the Lessee shall be held by the Trustee or Tender Agent for the account of the Lessee or, upon request of the Lessee, shall be delivered to the Lessee. (2) If the Trustee does not receive a Reimbursement Notice by the close of business on the Tender Date, then the Trustee shall register such Pledged Bond in the name of the Bank, as pledgee. Such Pledged Bond shall be held by the Trustee or Tender Agent on behalf of the Bank, as pledgee, or, upon request of the Bank, shall be delivered to the Bank. Upon receipt by the Trustee of a Reimbursement Notice, such Bond shall no longer be considered a “Pledged Bond” and shall, subject to the provisions of subsections (g) and (h) of this Section, be disposed of as provided in paragraph (1) of this subsection (e). (3) If the Tender Agent is holding such Pledged Bond, the Tender Agent shall not release such Pledged Bond until notified by the Trustee that the Trustee has received a Reimbursement Notice relating to such Pledged Bond. The Trustee shall give prompt notice to the Tender Agent of the receipt by the Trustee of any Reimbursement Notice. (f) Any Bond purchased by the Trustee with money from any source other than money drawn under the Letter of Credit shall be registered as provided in paragraph (1) of subsection (e) of this Section. (g) Notwithstanding any other provision of this Indenture, if any Bond is purchased pursuant to the Optional or Mandatory Tender provisions of this Indenture and the Letter of Credit has expired or terminated (or will expire or terminate within 30 days after such Mandatory Tender has been effected), such Bond may not be sold or remarketed unless (i) the Trustee receives a Favorable Tax Opinion and (ii) the Trustee and Issuer receive an Opinion of Counsel stating in effect that the remarketing of such Bond under such circumstances will not be in violation of any federal or state laws regarding registration of, or other filing in connection with the issuance or sale of, securities. (h) Notwithstanding any other provision of this Indenture, if the Bonds are purchased pursuant to the Mandatory Tender provisions of Section 4.05(a)(3), the Bonds may not be remarketed without the consent of the Bank and receipt by the Trustee of a Favorable Tax Opinion. (i) Any Bond remarketed that has been called for prior redemption shall be delivered with a copy of the redemption notice, and any Bond remarketed as to which notice of Mandatory Tender has been given shall be delivered with a copy of the notice of Mandatory Tender. (j) Any Bond purchased pursuant to the Optional Tender or Mandatory Tender provisions of this Indenture shall not, by virtue of such purchase, be deemed paid or cancelled, but shall remain Outstanding until Fully Paid.
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Purchase and Remarketing of Bonds. (a) The Remarketing Agent will use its best efforts to remarket all Bonds tendered or deemed to be tendered Optional Demand Purchase for purchase pursuant to Variable Rate Bonds. Any Variable Rate Bond (but solely from the Optional or Mandatory Tender provisions hereof, subject to the provisions of subsections (g) Pledged Revenues and (h) of this Section. With the consent proceeds of the Bank, the Lessee may at any time direct remarketing of such Bond by the Remarketing Agent to cease and amounts realized from a drawing under the Credit Facility or resume the remarketing Confirmation Letter), other than a Credit Provider Bond (or a portion thereof in a denomination of some $5,000 or all integral multiple thereof provided such tender does not result in a Bond in a denomination of less than $100,000) will be purchased, on the demand of the Bonds.
Owner thereof, on any Business Day designated by the Owner thereof (ba "Purchase Date") Promptly which is not less than seven days after arranging for the remarketing date notice of any Bondsuch demand is delivered telephonically to the Remarketing Agent. Any such purchase will be at the Purchase Price. To effect such purchase, telephonic notice of such optional tender demand and purchase must be delivered to the Remarketing Agent shall give and such notice will (A) state the Trustee notice specifying, with respect to the purchaser number and principal amount (or portion thereof in an Authorized Denomination) of such Bond, (i) such purchaser’s name, address and taxpayer identification number, (ii) the principal amount and denomination of the Variable Rate Bond to be purchased, (B) state the Purchase Date on which such Variable Rate Bond will be purchased, and (iiiC) whether the remarketing proceeds to be received from irrevocably request such purchaser will constitute Eligible Remarketing Proceedspurchase. The Remarketing Agent shall make appropriate settlement arrangements will promptly provide the Paying Agent and the Trustee with telephonic notice of the purchaser receipt of the notice referred to in the preceding paragraphs, confirmed promptly in writing or by facsimile. Any Variable Rate Bond with regard to which demand is made as set forth above will be deemed to have been tendered for purchase on any Purchase Date with respect thereto. Delivery of such remarketed Variable Rate Bond and shall direct such purchaser by (with an appropriate instructions to pay the purchase price transfer of such Bond registration executed in blank in form satisfactory to the Trustee. The ) at the designated office of Trustee shall deposit at or prior to 10:00 a.m. (New York City time) on the proceeds of any such remarketing in the Bond Purchase Fund. All Eligible Remarketing Proceeds shall Date will be deposited and held in a separate, segregated account in the Bond Purchase Fund and shall not be commingled with other money in the Bond Purchase Fund.
(c) On the Tender Date with respect to any Bond (or portion thereof) the Trustee shall pay the purchase price to the Holder of such Bond. Such purchase price shall be paid by check or draft mailed by the Trustee to the Holder of such ▇▇▇▇ at his address appearing in the Bond Register or, upon the request of such Holder accompanied by adequate instructions, by wire transfer to an account of such ▇▇▇▇▇▇ maintained at a bank in the continental United States or by any other method providing required for payment in same-day funds that is acceptable of the Purchase Price due on such Purchase Date. No Owner will be entitled to payment of the Purchase Price due on such Purchase Date except on surrender of such Variable Rate Bonds as set forth in the Indenture. Notwithstanding anything to the Trustee. The Trustee shall pay such purchase price from money on deposit contrary contained in the Indenture, no optional tender of Bonds made pursuant to this part may result in a Bond Purchase Fund; providedin a denomination of less than $100,000. If the Bonds are held in a Book Entry System, that the Trustee shall not pay the a purchase price of any Unsurrendered Bond, unless and until the Holder of such Unsurrendered Bond presents such Unsurrendered Bond to the Trustee or Tender Agent. Any Bond so purchased by the Trustee shall notice described above may be delivered by a Beneficial Owner. Such purchase notice must be delivered as set forth above and must state that such Beneficial Owner will cause its beneficial interest (or portion thereof in Authorized Denominations) to be tendered, the Trustee or Tender Agent in accordance with this Section.
(d) The Trustee amount of such beneficial interest to be tendered, the optional tender date on which such beneficial interest will be tendered and the Tender Agent shall hold any Bond delivered to them pursuant to the Optional or Mandatory Tender provisions hereof in trust solely for the benefit identity of the Holder who shall have so delivered such Bond until money representing Participant through which the purchase price of such Bond shall have been delivered to or for the account of such Holder.
(e) Any Bond purchased by the Trustee with money drawn under the Letter of Credit (herein referred to as a “Pledged Bond”) shall be held by the Trustee or Tender Agent for the benefit of the Bank, as pledgee, subject to the following terms and conditions:
(1) Upon receipt by the Trustee of notice from the Bank stating that the Letter of Credit has been reinstated as provided in the Letter of Credit (a “Reimbursement Notice”), then such Bond shall no longer be considered a “Pledged Bond” and the Trustee shall register such Bond as follows:
(A) if such Bond has been remarketed by the Remarketing Agent, as directed by the Remarketing Agent, or
(B) if such Bond has not been remarketed, in the name of the Lessee. Any Bond registered as directed by the Remarketing Agent shall be delivered by the Trustee or Tender Agent to, or upon the direction of, the Remarketing Agent. Any Bond registered in the name of the Lessee shall be held by the Trustee or Tender Agent for the account of the Lessee or, upon request of the Lessee, shall be delivered to the Lessee.
(2) If the Trustee does not receive a Reimbursement Notice by the close of business on the Tender Date, then the Trustee shall register such Pledged Bond in the name of the Bank, as pledgee. Such Pledged Bond shall be held by the Trustee or Tender Agent on behalf of the Bank, as pledgee, or, upon request of the Bank, shall be delivered to the BankBeneficial Owner maintains its beneficial interest. Upon receipt by the Trustee of a Reimbursement Notice, such Bond shall no longer be considered a “Pledged Bond” and shall, subject to the provisions of subsections (g) and (h) of this Section, be disposed of as provided in paragraph (1) of this subsection (e).
(3) If the Tender Agent is holding such Pledged Bond, the Tender Agent shall not release such Pledged Bond until notified by the Trustee that the Trustee has received a Reimbursement Notice relating to such Pledged Bond. The Trustee shall give prompt notice to the Tender Agent of the receipt by the Trustee of any Reimbursement Notice.
(f) Any Bond purchased by the Trustee with money from any source other than money drawn under the Letter of Credit shall be registered as provided in paragraph (1) of subsection (e) of this Section.
(g) Notwithstanding any other provision of this Indenture, if any Bond is purchased pursuant to the Optional or Mandatory Tender provisions of this Indenture and the Letter of Credit has expired or terminated (or will expire or terminate within 30 days after such Mandatory Tender has been effected), such Bond may not be sold or remarketed unless (i) the Trustee receives a Favorable Tax Opinion and (ii) the Trustee and Issuer receive an Opinion of Counsel stating in effect that the remarketing of such Bond under such circumstances will not be in violation of any federal or state laws regarding registration of, or other filing in connection with the issuance or sale of, securities.
(h) Notwithstanding any other provision of this Indenture, if the Bonds are purchased pursuant to the Mandatory Tender provisions of Section 4.05(a)(3), the Bonds may not be remarketed without the consent of the Bank and receipt by the Trustee of a Favorable Tax Opinion.
(i) Any Bond remarketed that has been called for prior redemption shall be delivered with a copy of the redemption notice, and any Bond remarketed as to which notice of Mandatory Tender has been given shall be delivered with a copy of the notice of Mandatory Tender.
(j) Any Bond purchased pursuant to the Optional Tender or Mandatory Tender provisions of this Indenture shall not, by virtue of such purchase, be deemed paid or cancelled, but shall remain Outstanding until Fully Paid.delivery
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