Common use of Eligibility of Remarketing Agent; Replacement Clause in Contracts

Eligibility of Remarketing Agent; Replacement. There shall be no Remarketing Agent on the Effective Date. At any time the Bonds commence bearing interest at a Weekly Mode or a Flexible Mode, the Borrower shall appoint a Remarketing Agent, with the consent of the L/C Bank. Any Remarketing Agent must be an institution rated (or affiliated with an institution rated) at least "Baa3" by Moody's (or Moody's shall have provided written evidence that such successor Remarketing Agent is otherwise acceptable to Moody's) if the Bonds are then rated by Moody's, and at least "BBB-" or "A-3" by S&P (or S&P shall have provided written evidence that such successor Remarketing Agent is otherwise acceptable to S&P) if the Bonds are then rated by S&P, and authorized by law to perform all the duties imposed upon it by this Agreement. The Remarketing Agent may at any time resign from its duties under this Agreement by giving at least 30 days' written notice to the Issuer, the Borrower, the L/C Bank, the Confirming Bank and the Trustee. The Trustee shall mail a copy of such notice by certified mail to each of the Bondholders. A Remarketing Agent may be removed at any time by the Issuer, at the direction of the Borrower, with the written consent of the L/C Bank, by an instrument signed by the Borrower and filed at least 30 days prior to such removal with the Remarketing Agent, the Confirming Bank and the Trustee. If the Remarketing Agent resigns or is removed, the Borrower, with the consent of the L/C Bank, shall appoint a successor Remarketing Agent. No removal or resignation hereunder shall become effective prior to the acceptance of appointment of a successor Remarketing Agent hereunder. The Trustee shall provide prompt written notice of the appointment of a successor Remarketing Agent to the Bondholders. Notwithstanding the foregoing, all rights and obligations of the Remarketing Agent under this Agreement and the Remarketing Agreement may be transferred at any time from the Remarketing Agent to an affiliated entity upon prior written notice by the Remarketing Agent to the Issuer, the Borrower, the Trustee, the Confirming Bank and the L/C Bank, which transfer shall be effective without any prior or further notices, consents or approvals with respect thereto.

Eligibility of Remarketing Agent; Replacement. There The initial Remarketing Agent shall be no Remarketing Agent on the Effective Date. At any time the Bonds commence bearing interest at The First National Bank of Chicago, Chicago Illinois (or if a Weekly Mode or a Flexible Mode, the Borrower shall appoint a Remarketing Agent, with the consent transfer is effected pursuant to Section 10 of the L/C Bank. Remarketing Agreement, First Chicago Capital Markets, Inc.) Any successor Remarketing Agent must be an institution rated (or affiliated with an institution rated) at least "Baa3" by Moody's Moodx'x Xxxestors Service (or Moody's Moodx'x Xxxestors Service shall have provided written evidence that such successor Remarketing Agent is otherwise acceptable to Moody'sMoodx'x Xxxestors Service) if the Bonds are then rated fated by Moody'sMoodx'x Xxxestors Service, and at least "BBB-BBB" or "A-3" by S&P (or S&P shall have provided written evidence that such successor Remarketing Agent is otherwise acceptable to S&P) if the Bonds are then rated by S&P, and authorized by law to perform all the duties imposed upon it by this AgreementIndenture. The Remarketing Agent may at any time resign from its duties under this Agreement Indenture by giving at least 30 days' written notice to the Issuer, the BorrowerCompany, the L/C Bank, the Confirming Bank Tender Agent and the Trustee. The Trustee shall mail a copy of such notice by certified mail to each of the BondholdersBond Owners. A Remarketing Agent may be removed at any time by the Issuer, at the direction of the Borrower, with Issuer and the written consent of the L/C Bank, Company by an instrument signed by the Borrower Issuer and the Company and filed at least 30 days prior to such removal with the Remarketing Agent, the Confirming Bank and the Trustee. If the Remarketing Agent resigns or is removed, the Borrower, with the consent of the L/C Bank, shall appoint a successor Remarketing Agent. No removal or resignation hereunder shall become effective prior to the acceptance of appointment of a successor Remarketing Agent hereunder. The Trustee shall provide prompt written notice of the appointment Appointment of a successor Remarketing Agent shall be subject to the Bondholderswritten consent of the Bank, which shall not be unreasonably withheld. Notwithstanding While the foregoingBonds are in a Book-Entry System, all rights and obligations of the Remarketing Agent under this Agreement and shall serve as the Remarketing Agreement may be transferred at any time from Participant on behalf of all of the Remarketing Agent to an affiliated entity upon prior written notice by Beneficial Owners of the Remarketing Agent to the Issuer, the Borrower, the Trustee, the Confirming Bank and the L/C Bank, which transfer shall be effective without any prior or further notices, consents or approvals with respect theretoBonds.

Eligibility of Remarketing Agent; Replacement. There The initial Remarketing Agent shall be no Remarketing Agent on the Effective Date. At any time the Bonds commence bearing interest at a Weekly Mode or a Flexible ModeFirst Chicago Capital Markets, the Borrower shall appoint a Remarketing AgentInc., with the consent of the L/C BankChicago, Illinois. Any successor Remarketing Agent must be an institution the long-term debt obligations of which are rated (or affiliated with an institution rated) at least "Baa3" by Moody's (or Moody's shall have provided written evidence that such successor Remarketing Agent is otherwise acceptable to Moody's) if the Bonds are then rated by Moody's, and at least "BBB-" or "A-3" by S&P (or S&P shall have provided written evidence that such successor Remarketing Agent is otherwise acceptable to S&P) if the Bonds are then rated by S&P, and authorized by law to perform all the duties imposed upon it by this AgreementIndenture. The Remarketing Agent may at any time resign from its duties under this Agreement Indenture by giving at least 30 days' written notice to the Issuer, the BorrowerCompany, the L/C Bank, the Confirming Bank Tender Agent and the Trustee. The Trustee shall mail a copy of such notice by certified mail to each of the BondholdersBondholder. A Remarketing Agent may be removed at any time by the Issuer, at the Company's direction of the Borrower, and with the Bank's written consent of the L/C Bankconsent, by an instrument signed by the Borrower Company and filed at least 30 days prior to such removal with the Remarketing Agent, the Confirming Bank Agent and the Trustee. If the Remarketing Agent resigns or is removed, the Borrower, with the consent of the L/C Bank, shall appoint a successor Remarketing Agent. No removal or resignation hereunder shall become effective prior to the acceptance of appointment of a successor Remarketing Agent hereunder, which successor shall be appointed by the Company with the Bank's consent, which consent shall not be unreasonably withheld. The Trustee shall provide prompt written notice of While the appointment of Bonds are in a successor Remarketing Agent to the Bondholders. Notwithstanding the foregoingBook-Entry System, all rights and obligations of the Remarketing Agent under this Agreement and shall serve as the Remarketing Agreement may be transferred at any time from Participant on behalf of all of the Remarketing Agent to an affiliated entity upon prior written notice by Beneficial Owners of the Remarketing Agent to the Issuer, the Borrower, the Trustee, the Confirming Bank and the L/C Bank, which transfer shall be effective without any prior or further notices, consents or approvals with respect theretoBonds.