Common use of Qualifications of Remarketing Agent Clause in Contracts

Qualifications of Remarketing Agent. (a) The Remarketing Agent shall be a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $30,000,000 and authorized by law to perform all the duties imposed upon it by this Agreement. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days' notice to the Authority, the Trustee, the Paying Agent, the Tender Agent and the Company. The Remarketing Agent may be removed at any time by the Company, by an instrument, signed by an Authorized Officer of the Company, filed with the Remarketing Agent, the Authority, the Trustee, the Tender Agent and the Paying Agent. (b) In the event of the resignation or removal of the Remarketing Agent, the Remarketing Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor or, if there be no successor, to the Paying Agent. (c) In the event that the Company shall fail to appoint a Remarketing Agent hereunder, or in the event that the Remarketing Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Company shall not have appointed its successor as Remarketing Agent, the Paying Agent, notwithstanding the provisions of Subsection 719(a), shall ipso facto be deemed to be the Remarketing Agent for all purposes of this Agreement until the appointment by the Company of the Remarketing Agent or successor Remarketing Agent, as the case may be; provided, however, that the Paying Agent, in its capacity as Remarketing Agent, shall not be required to remarket Bonds pursuant to Section 314 or determine the interest rate on the Bonds pursuant to Section 301.

Qualifications of Remarketing Agent. (a) The Remarketing Agent shall be an entity which is a member in good standing of the National Association of Securities Dealers, Inc., having a capitalization of at least $30,000,000 Inc. and shall be authorized by law to perform all the duties imposed upon it by this Indenture and the Remarketing Agreement. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Indenture and the Remarketing Agreement by giving at least sixty thirty (6030) days' ’ notice to the AuthorityIssuer, the TrusteeBank, the Paying AgentBorrower, the Tender Agent and the CompanyTrustee. The Remarketing Agent may be removed upon sixty (60) days= notice, at any time by the Companydirection of the Borrower, with the prior written consent of the Bank, by an instrument, signed by an Authorized Officer of the CompanyIssuer, filed with the Remarketing Agent, the AuthorityBank, the Trustee, the Tender Agent Borrower and the Paying Agent. (b) In the event of the resignation or removal of the Remarketing Agent, the Remarketing Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor or, if there be no successor, to the Paying Agent. (c) Trustee. In the event that the Company Issuer shall fail to appoint a Remarketing Agent hereunder, or in the event that the Remarketing Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or federal Federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Company Issuer shall not have appointed its successor as Remarketing Agent, the Paying AgentBorrower, notwithstanding with the provisions consent of Subsection 719(a)the Bank shall appoint a successor Remarketing Agent and until a successor Remarketing Agent is appointed the Trustee but only upon its receipt of actual notice of such resignation, removal or dissolution shall ipso facto be deemed to be the Remarketing Agent for all purposes of this Agreement until Indenture; however, if no successor Remarketing Agent has been appointed for a period of thirty (30) days, the Trustee shall apply to a court of competent jurisdiction for the appointment by the Company of the Remarketing Agent or a successor Remarketing Agent, as the case may be; provided, however, that the Paying Agent, in its capacity as Remarketing Agent, shall not be required to remarket Bonds pursuant to Section 314 or determine the interest rate on the Bonds pursuant to Section 301.

Qualifications of Remarketing Agent. (a) The Remarketing Agent shall be a member of the National Association of Securities Dealers, Inc., having have a capitalization of at least $30,000,000 5,000,000, or have a line of credit with a commercial bank in the amount of at least $5,000,000 and shall be authorized by law to perform all the duties imposed upon it by this AgreementIndenture. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Agreement Indenture by giving at least sixty thirty (6030) days' notice of such resignation to the AuthorityIssuer, the TrusteeBorrower, the Paying Agent, the Tender Agent Bank and the CompanyTrustee. The Remarketing Agent may be removed at any time by the CompanyIssuer, by an instrument, signed by an Authorized Officer with the written consent of the CompanyBank. To effect such removal, filed with the Issuer shall give at least thirty (30) days' notice of such removal to the Remarketing Agent, the AuthorityBorrower, the Trustee, the Tender Agent Bank and the Paying Agent. (b) In the event of the Trustee. Upon any resignation or removal of the Remarketing Agent, the departing Remarketing Agent shall pay over, assign and deliver any moneys and Project Bonds and Beneficial Ownership Interests held by it in such capacity to its successor or, if there be no successor, to the Paying Agent. (c) Trustee. In the event that the Company shall fail to appoint a Remarketing Agent hereunder, or in the event that the Remarketing Agent shall resign or be removedresign, or be removed or dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Company Issuer shall not have appointed its a successor as Remarketing Agent, the Paying AgentTrustee, notwithstanding the provisions of Subsection 719(a)the first paragraph of this Section, shall ipso facto IPSO FACTO be deemed to be the Remarketing Agent for all purposes of this Agreement until the appointment by the Company Issuer of the Remarketing Agent or a successor Remarketing Agent, as the case may be; provided, however, that the Paying AgentTrustee shall not remarket Project Bonds or Beneficial Ownership Interest or fix the interest rate for the Project Bonds, but shall be required only to implement the purchase of Project Bonds and Beneficial Ownership Interests pursuant to a draw on the Letter of Credit as provided for in its capacity as Section 5.03 hereof. The Trustee, within thirty (30) days of the resignation or removal of the Remarketing Agent or the appointment of a successor Remarketing Agent, shall not be required give notice thereof by registered or certified mail to remarket the applicable Rating Service (if the Project Bonds pursuant have been rated) and to Section 314 or determine the interest rate on registered Holders of the Bonds pursuant to Section 301Project Bonds.

Qualifications of Remarketing Agent. (a) The Remarketing Agent shall be a member of the National Association of Securities Dealers, Inc., having have a capitalization of at least $30,000,000 25,000,000, or have a line of credit with a commercial bank in the amount of at least $25,000,000 and shall be authorized by law to perform all the duties imposed upon it by this AgreementIndenture. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Agreement Indenture by giving at least sixty thirty (6030) days' notice of such resignation to the AuthorityIssuer, the TrusteeCompany, the Paying AgentBank and the Trustee. Notwithstanding the foregoing, the Tender Remarketing Agent and shall remain the CompanyRemarketing Agent hereunder until a successor is named, so long as the Company is not in default in the payment of any fees or expenses of the Remarketing Agent under the Remarketing Agreement, or the Remarketing Agent is not prohibited by law or regulation from performing the duties of Remarketing Agent hereunder. The Remarketing Agent may be removed at any time by the Company, by an instrument, signed by an Authorized Officer with the written consent of the CompanyBank which consent shall not be unreasonably withheld. To effect such removal, filed with the Authorized Company Representative shall give at least thirty (30) days' notice of such removal to the Remarketing Agent, the AuthorityIssuer, the Trustee, the Tender Agent Bank and the Paying Agent. (b) In the event of the Trustee. Upon any resignation or removal of the Remarketing Agent, the departing Remarketing Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor or, if there be no successor, to the Paying Agent. (c) Trustee. In the event that the Company shall fail to appoint a Remarketing Agent hereunder, or in the event that the Remarketing Agent shall resign or be removedresign, or be removed or dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Company shall not have appointed its a successor as Remarketing Agent, the Paying AgentTrustee, notwithstanding the provisions of Subsection 719(a)the first paragraph of this Section, shall ipso facto be deemed to be the Remarketing Agent for all purposes of this Agreement until the appointment by the Company of the Remarketing Agent or a successor Remarketing Agent, as the case may be; provided, however, that the Paying AgentTrustee shall not remarket Bonds or fix the interest rate for the Bonds, but shall be required only to implement the purchase of Bonds pursuant to a draw on the Letter of Credit as provided for in its capacity as Section 5.02 hereof. The Trustee, within thirty (30) days of the resignation or removal of the Remarketing Agent or the appointment of a successor Remarketing Agent, shall not be required give notice thereof by registered or certified mail to remarket Bonds pursuant to Section 314 or determine the interest rate on applicable Rating Service (if the Bonds pursuant have been rated), to Section 301the Issuer and to the registered Holders of the Bonds.

Qualifications of Remarketing Agent. (a) The Remarketing Agent shall be a member of the National Association of Securities Dealers, Inc., having have a capitalization of at least $30,000,000 5,000,000, or have a line of credit with a commercial bank in the amount of at least $5,000,000 and shall be authorized by law to perform all the duties imposed upon it by this AgreementIndenture. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Agreement Indenture by giving at least sixty thirty (6030) days' notice of such resignation to the AuthorityIssuer, the TrusteeBorrower, the Paying Agent, the Tender Agent Bank and the CompanyTrustee. The Remarketing Agent may be removed at any time by the CompanyBorrower, by an instrument, signed by an Authorized Officer with the written consent of the CompanyBank. To effect such removal, filed with the Borrower shall give at least thirty (30) days' notice of such removal to the Remarketing Agent, the AuthorityIssuer, the Trustee, the Tender Agent Bank and the Paying Agent. (b) In the event of the Trustee. Upon any resignation or removal of the Remarketing Agent, the departing Remarketing Agent shall pay over, assign and deliver any moneys and Project Bonds and Beneficial Ownership Interests held by it in such capacity to its successor or, if there be no successor, to the Paying Agent. (c) Trustee. In the event that the Company shall fail to appoint a Remarketing Agent hereunder, or in the event that the Remarketing Agent shall resign or be removedresign, or be removed or dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Company Bank shall not have appointed its a successor as Remarketing Agent, the Paying AgentTrustee, notwithstanding the provisions of Subsection 719(a)the first paragraph of this Section, shall ipso facto be deemed to be the Remarketing Agent for all purposes of this Agreement until the appointment by the Company Borrower of the Remarketing Agent or a successor Remarketing Agent, as the case may be; provided, however, that the Paying AgentTrustee shall not remarket Project Bonds or Beneficial Ownership Interests or fix the interest rate for the Project Bonds, but shall be required only to implement the purchase of Project Bonds and Beneficial Ownership Interests pursuant to a draw on the Letter of Credit as provided for in its capacity as Section 5.03 hereof. The Trustee, within thirty (30) days of the resignation or removal of the Remarketing Agent or the appointment of a successor Remarketing Agent, shall not be required give notice thereof by registered or certified mail to remarket the applicable Rating Service (if the Project Bonds pursuant have been rated) and to Section 314 or determine the interest rate on registered Holders of the Bonds pursuant to Section 301Project Bonds.

Qualifications of Remarketing Agent. (a) The Remarketing Agent shall be a member of the National Association of Securities Dealers, Inc., having have a capitalization of at least $30,000,000 50,000,000 and be authorized by law to perform all the duties imposed upon it contemplated by this AgreementIndenture to be performed by the Remarketing Agent and agree to take all actions required of it under the DTC Representation Letter while a book-entry system is in effect for the Bonds. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created contemplated by this Agreement Indenture by giving at least sixty (60) 30 days' notice to the AuthorityIssuer, the TrusteeCompany, the Paying Agent, the Tender Agent Registrar and the CompanyTrustee. The Remarketing Agent may be removed at any time by time, at the direction of the Company, by an instrument, signed by an the Authorized Officer of the CompanyCompany Representative, filed with the Issuer, the Remarketing Agent, the AuthorityRegistrar and the Trustee at least 30 days prior to the effective date of such removal. Upon the resignation or removal of the Remarketing Agent, the Trustee, the Tender Agent and the Paying Company may appoint a new Remarketing Agent. (b) . In the event of the resignation or removal of the Remarketing Agent, the Remarketing Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor or, if there be no successor, to the Paying Agent. (c) Trustee. In the event that the Company shall fail to appoint a Remarketing Agent hereunder, or in the event that the Remarketing Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Company shall not have appointed its a successor as Remarketing Agent, the Paying AgentTrustee, notwithstanding the provisions of Subsection 719(a)the first paragraph of this Section 10.20, shall ipso facto be deemed to be the Remarketing Agent for all purposes of this Agreement Indenture until the appointment by the Company of the Remarketing Agent or successor Remarketing Agent, as the case may be; provided, however, that the Paying AgentTrustee, in its capacity as Remarketing Agent, shall not be required to remarket sell Bonds pursuant to Section 314 or determine the interest rate on the Bonds pursuant to Section 3012.02 hereof on the basis of an examination of Tax-Exempt obligations comparable to the Bonds but shall determine -65- Port of ▇▇▇▇▇▇ Series 1998A Trust Indenture any applicable alternate interest rate if so required by the applicable provisions of Section 2.02 hereof.

Qualifications of Remarketing Agent. (a) The Remarketing Agent shall be a member of the National Association of Securities Dealers, Inc., having have a capitalization of at least $30,000,000 5,000,000, or have a line of credit with a commercial bank in the amount of at least $5,000,000, and shall be authorized by law to perform all the duties imposed upon it by this AgreementIndenture. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Agreement Indenture by giving at least sixty thirty (6030) days' notice of such resignation to the AuthorityIssuer, the TrusteeBorrower, the Paying Agent, the Tender Agent Bank and the CompanyTrustee. The Remarketing Agent may be removed at any time by the Company, by an instrument, signed by an Authorized Officer Issuer (on its own or with the approval of the CompanyBorrower) and the written consent of the Bank. To effect such removal, filed with the Issuer shall give at least thirty (30) days' notice of such removal to the Remarketing Agent, the AuthorityBorrower, the Trustee, the Tender Agent Bank and the Paying Agent. (b) In the event of the Trustee. Upon any resignation or removal of the Remarketing Agent, the departing Remarketing Agent shall pay over, assign and deliver any moneys and Refunding Bonds held by it in such capacity to its successor or, if there be no successor, to the Paying Agent. (c) Trustee. In the event that the Company shall fail to appoint a Remarketing Agent hereunder, or in the event that the Remarketing Agent shall resign or be removedresign, or be removed or dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Company Issuer shall not have appointed its a successor as Remarketing Agent, the Paying AgentTrustee shall implement the purchase of Refunding Bonds, notwithstanding tendered pursuant to the provisions of Subsection 719(a)this Indenture, shall ipso facto be deemed pursuant to be a draw on the Remarketing Agent Letter of Credit as provided for all purposes in Section 5.03 hereof. The Trustee, within thirty (30) days of this Agreement until the appointment by the Company resignation or removal of the Remarketing Agent or the appointment of a successor Remarketing Agent, as shall give notice thereof by registered or certified mail to the case may be; provided, however, that applicable Rating Service (if the Paying Agent, in its capacity as Remarketing Agent, shall not be required Refunding Bonds have been rated) and to remarket Bonds pursuant to Section 314 or determine the interest rate on registered Holders of the Bonds pursuant to Section 301Refunding Bonds.

Qualifications of Remarketing Agent. (a) The Remarketing Agent shall be a member of the National Association of Securities Dealers, Inc., having have a capitalization of at least $30,000,000 100,000,000 and be authorized by law to perform all the duties imposed upon it by this AgreementIndenture. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Agreement Indenture by giving at least sixty thirty (6030) days' written notice to the AuthorityIssuer, the TrusteeCompany, the Paying Agent, the Tender Agent and the CompanyTrustee. The Remarketing Agent may be removed at any time by at the direction of the Company, by an instrument, signed by an Authorized Officer of the Company, instrument filed with the Remarketing Agent, the AuthorityIssuer, the Trustee, the Tender Paying Agent and the Paying Agent. (b) Trustee. In the event of the resignation or removal of the Remarketing Agent, the Remarketing Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor or, if there be is no successor, to the Paying Agent. (c) In Trustee. If the event that the Company Issuer shall fail to appoint a Remarketing Agent hereunder, or in the event that if the Remarketing Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, insolvency or for any other reason, and the Company Issuer shall not have appointed its successor as Remarketing Agent, the Paying AgentTrustee, notwithstanding the provisions of Subsection 719(a)the first paragraph of this Section 13.2, shall ipso facto be deemed to be the Remarketing Agent for all purposes of this Agreement Indenture until the appointment by the Company Issuer of the Remarketing Agent or successor Remarketing Agent, as the case may be; provided, however, that the Paying AgentTrustee, in its capacity as Remarketing Agent, shall not be required to remarket sell Bonds pursuant to Section 314 or determine the interest rate Fixed Rate on the Bonds pursuant or to Section 301perform the duties set forth in Sections 3.1, 3.2 or 3.3 hereof.

Qualifications of Remarketing Agent. (a) The Remarketing Agent (other than the original Remarketing Agent identified herein) shall be a national banking association or a bank or trust company or a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $30,000,000 and authorized by law to perform all the duties imposed upon it by this AgreementIndenture. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Agreement Indenture by giving at least sixty (60) 30 days' prior written notice by registered or certified mail to the Authority, the Trustee, the Paying Issuer, the Indexing Agent, the Tender Agent Company and the CompanyAgent. The Remarketing Agent may be removed at any time by the Issuer or the Company, by an instrumentwith the consent of the other and, during the Agent Consent Period, the Agent upon 30 days' notice which shall be in writing, signed by an Authorized Officer of the Company, filed with Issuer and delivered to the Remarketing Agent, the AuthorityIndexing Agent, the TrusteeCompany, the Tender Agent Trustee and the Paying Agent. (b) In the event of the resignation or removal of the Remarketing Agent, the Issuer, with the consent of the Company and the Agent, shall appoint a successor Remarketing Agent meeting the qualifications set forth in this Section and the Remarketing Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor or, if there be no successor, to the Paying AgentTrustee as hereinafter provided. (c) In the event that the Company shall fail to appoint a Remarketing Agent hereunder, or in the event that the Remarketing Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Company Issuer shall not have appointed its successor as Remarketing Agent, the Paying AgentTrustee, notwithstanding the provisions of Subsection 719(a), 8.14(a) shall ipso facto be deemed to be the Remarketing Agent for all purposes of this Agreement Indenture until the appointment by the Company Issuer of the Remarketing Agent or successor Remarketing Agent, as the case may be; provided, however, provided that the Paying AgentTrustee, in its capacity as Remarketing Agent, shall not be required to remarket Bonds pursuant nor to Section 314 establish the Weekly Rate or determine the interest rate on the Bonds pursuant to Section 301Term Rate.

Qualifications of Remarketing Agent. (a) The Remarketing Agent shall be a financial institution or a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $30,000,000 Inc. and shall be authorized by law to perform all the duties imposed upon it by this AgreementIndenture. The Remarketing Agent may at any time resign and be discharged of the its duties and obligations created by this Agreement hereunder by giving at least sixty (60) 60 days' notice to the AuthorityIssuer, the TrusteeLetter of Credit Provider, the Paying Lessee, the Tender Agent, the Tender Agent Trustee and the CompanyOwners of the Series 1998A Bonds. The Remarketing Agent may be removed at any time by the Company, by an instrument, instrument signed by an Authorized Officer the Lessee and reasonably approved by the Letter of the Company, Credit Provider and filed with the Remarketing Letter of Credit Provider, the Lessee, the Tender Agent, the Authority, the Trustee, the Tender Agent Trustee and the Paying AgentOwners of the Series 1998A Bonds; provided that such resignation or removal shall not be effective unless and until a successor Remarketing Agent has been appointed by the Lessee and reasonably approved by the Letter of Credit Provider. (b) In the event of the resignation or removal of the Remarketing Agent, the Remarketing Agent shall pay over, assign and deliver any moneys and Series 1998A Bonds held by it in such capacity to its successor or, if there be no successor, to the Paying AgentTrustee. (c) In If the event that the Company shall fail Lessee fails to appoint a Remarketing Agent hereunder, or in the event that if the Remarketing Agent shall resign resigns or be is removed, or be is dissolved, or if the property or affairs of the Remarketing Agent shall be are taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Company shall Lessee has not have appointed its successor as Remarketing Agent, the Paying Tender Agent, upon receipt of written notice from the Lessee and notwithstanding the provisions of Subsection 719(a)the first paragraph of this Section 914, shall ipso facto be deemed to be the Remarketing Agent for all purposes Remarketi▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇es of this Agreement Indenture until the appointment by the Company Lessee of the successor Remarketing Agent or successor Remarketing Agent, as and approval thereof by the case may beLetter of Credit Provider; provided, however, provided that the Paying Tender Agent, in its capacity as Remarketing Agent, shall not be required to remarket sell Series 1998A Bonds pursuant to Section 314 or determine the interest rate on the Series 1998A Bonds pursuant to the provisions hereof and provided further that the Tender Agent may, with the approval of the Letter of Credit Provider, appoint a Remarketing Agent which meets the qualifications set forth in this Section 301until the appointment of a successor Remarketing Agent by the Lessee.

Qualifications of Remarketing Agent. (a) The Remarketing ----------------------------------- Agent shall be a national banking association or a bank or trust company or a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $30,000,000 and authorized by law to perform all the duties imposed upon it by this AgreementIndenture and under the Remarketing Agreement and shall have a rating assigned to its long-term unsecured debt by ▇▇▇▇▇'▇ at least equal to "Baa3" (if the Bonds are then rated by ▇▇▇▇▇'▇) and by Standard & Poor's at least equal to "BBB-" (if the Bonds are then rated by Standard & Poor's) unless the Issuer receives written confirmation from the Rating Service that the appointment of a particular Remarketing Agent not meeting such rating requirement will not result in a reduction or withdrawal of its rating of the Bonds. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Agreement Indenture by giving at least sixty (60) 30 days' prior written notice by registered or certified mail to the Authority, the Trustee, the Paying AgentIssuer, the Tender Agent Borrower and the CompanyBank. The Remarketing Agent may be removed at any time by the CompanyIssuer, by an instrumentwith the consent of the Borrower (provided that the Borrower shall be deemed to have consented to the removal of a Remarketing Agent which has ceased to meet the foregoing qualifications), upon 30 days' notice which shall be in writing, signed by an Authorized Officer of the Company, filed with Issuer and delivered to the Remarketing Agent, the AuthorityBorrower, the Trustee, the Tender Agent Trustee and the Paying Agent. (b) Bank. In the event of the resignation or removal of the Remarketing Agent, the Issuer, with the consent of the Borrower and the Bank, shall appoint a successor Remarketing Agent meeting the qualifications set forth in this Section and the Remarketing Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor or, if there be no successor, to the Paying Agent. (c) Trustee as hereinafter provided. In the event that the Company shall fail to appoint a Remarketing Agent hereunder, or in the event that the Remarketing Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Company Issuer shall not have appointed its successor as Remarketing Agent, the Paying AgentTrustee, notwithstanding the provisions of Subsection 719(a)the first paragraph of this Section, shall ipso facto be deemed to be the Remarketing Agent for all purposes of this Agreement Indenture until the appointment by the Company Issuer of the Remarketing Agent or successor Remarketing Agent, as the case may be; provided, however, provided that the Paying AgentTrustee, in its capacity as Remarketing Agent, shall not be required to remarket Bonds pursuant nor to Section 314 establish the Weekly Rate or determine the interest rate on the Bonds pursuant to Section 301Term Rate.

Qualifications of Remarketing Agent. (a) The Remarketing Agent shall be a member of the National Association of Securities Dealers, Inc., having have a capitalization of at least $30,000,000 50,000,000 and be authorized by law to perform all the duties imposed upon it contemplated by this AgreementIndenture to be performed by the Remarketing Agent and agree to take all actions required of it under the DTC Representation Letter while a book-entry system is in effect for the Bonds. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created contemplated by this Agreement Indenture by giving at least sixty (60) 30 days' notice to the AuthorityIssuer, the TrusteeCompany, the Paying Agent, the Tender Agent Registrar and the CompanyTrustee. The Remarketing Agent may be removed at any time by time, at the direction of the Company, by an instrument, signed by an the Authorized Officer of the CompanyCompany Representative, filed with the Issuer, the Remarketing Agent, the AuthorityRegistrar and the Trustee at least 30 days prior to the effective date of such removal. Upon the resignation or removal of the Remarketing Agent, the Trustee, the Tender Agent and the Paying Company may appoint a new Remarketing Agent. (b) . In the event of the resignation or removal of the Remarketing Agent, the Remarketing Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor or, if there be no successor, to the Paying Agent. (c) Trustee. In the event that the Company shall fail to appoint a Remarketing Agent hereunder, or in the event that the Remarketing Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Company shall not have appointed its a successor as Remarketing Agent, the Paying AgentTrustee, notwithstanding the provisions of Subsection 719(a)the first paragraph of this Section 10.20, shall ipso facto be deemed to be the Remarketing Agent for all purposes of this Agreement Indenture until the appointment by the Company of the Remarketing Agent or successor Remarketing Agent, as the case may be; provided, however, that the Paying AgentTrustee, in its capacity as Remarketing Agent, shall not be required to remarket sell Bonds pursuant to Section 314 or determine the interest rate on the Bonds pursuant to Section 3012.02 hereof on the basis of an examination of Tax-Exempt obligations comparable to the Bonds but shall determine -65- Forsyth Series 1998B Trust Indenture any applicable alternate interest rate if so required by the applicable provisions of Section 2.02 hereof.