Cont. (part 1) - Laserfiche WebLink

Home Browse Search

have resulted if the tender transaction were effected, or not effected, as the case may be, in accordance with the provisions of this Section. Section 10. Market Agent. (a) The Trustee, as agent for the Beneficial Owners of the ARS and the IRS, is hereby directed to appoint the Initial Market Agent and to enter into the Market Agent Agreement with such Initial Market Agent. The Market Agent shall serve as such under the terms and provisions hereof and of the Market Agent Agreement. The Market Agent shall be a member of the National Association of Securities Dealers, Inc. having capitalization of at least $25,000,000, and be authorized by law to perform all the duties imposed upon it by the Indenture and this Appendix and the Market Agent Agreement. The Market Agent may be removed by the Trustee at any time upon and pursuant to the written direction of the Beneficial Owners of 66-2/3% of the aggregate principal amount of the ARS and the IRS then outstanding, provided that such removal shall not take effect until the appointment by the Beneficial Owners or the Trustee of a Substitute Market Agent. The Market Agent may resign upon 30 days' written notice delivered to the Trustee, provided that such resignation shall not take effect until the appointment by the Beneficial Owners or the Trustee of a Substitute Market Agent. If the Trustee is unable to appoint a Substitute Market Agent within 30 days following receipt of such written notice of resignation, the Market Agent may petition the appropriate court having jurisdiction to appoint a Substitute Market Agent. (b) The Market Agent may be removed at any time, at the request of the Authority, for any breach of its obligations hereunder or under the Market Agent Agreement. Section 11. Auction Agent. (a) The Trustee, as agent for the Beneficial Owners of the IRS and the ARS, is hereby directed to enter into the Initial Auction Agent Agreement with Bank of New York, as the Initial Auction Agent. Any Substitute Auction Agent shall be a Participant and (i) a bank or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee and the Market Agent in writing and having a combined capital stock or surplus of at least $15,000,000, or (ii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $15,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by the Indenture and this Appendix by giving at least 90 days' notice to the Trustee, the Authority and the Market Agent. The Auction Agent may be removed at any time by the Trustee, upon the written direction of (i) the Authority or (ii) the Beneficial Owners of LA1-63221.$ A-22