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REMARKETING AGREEMENT
between
THE CITY OF ANAHEIM, CALIFORNIA
and
GOLDMAN SACHS & CO. LLC,
as Remarketing Agent
Dated ___ __, 2024
ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY
$___________
REVENUE BONDS, SERIES 2024 A
(WATER SYSTEM PROJECT)
(VARIABLE RATE DEMAND BONDS)
(SECOND LIEN QUALIFIED OBLIGATIONS)
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REMARKETING AGREEMENT
This Remarketing Agreement, dated ___ __, 2024 (the “Remarketing Agreement”), is between the City of Anaheim, California (the “City”) and Goldman Sachs & Co. LLC, a New York corporation (the “Remarketing Agent”).
WITNESSETH:
WHEREAS, the Anaheim Housing And Public Improvements Authority (the “Authority”) has issued on the date hereof its $__________ Revenue Bonds, Series 2024-A (Water System Project) (Variable Rate Demand Bonds) (Second Lien Qualified Obligations) (the “Bonds”) pursuant to an Indenture of Trust, dated as of _____, 2024 ( the “Indenture”), by and among the Authority, the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”); and
WHEREAS, the City has, pursuant to the terms and provisions of the Indenture, appointed the Remarketing Agent to undertake the duties and responsibilities of Remarketing Agent under the Indenture, and the Remarketing Agent has agreed to accept such duties and responsibilities upon the terms and conditions set forth in this Remarketing Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS
The following words and terms as used in this Remarketing Agreement shall have the following meanings:
“Act” shall mean the provisions relating to the joint exercise of powers found in Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, as amended from time to time,
“Bank” shall mean Bank of America, N.A., or such other Credit Facility Provider and/or Liquidity Facility Provider under the terms of the Indenture. “Effective Date” shall have the meaning set forth in Section 9(a) hereof. “Letter of Credit” shall mean the irrevocable transferable direct pay Letter of Credit, dated ___ __, 2024 for the benefit of the Trustee to provide credit enhancement and liquidity support for the Bonds, or such Alternate Credit Facility and/or Alternate Liquidity Facility subsequently provided for the Bonds in accordance with the Indenture. “Reimbursement Agreement” shall mean the Reimbursement Agreement, dated as of _____, 2024, between [[the City and the Bank]], executed in connection with the issuance of the Letter of Credit, or such other instrument or agreement pursuant to which a subsequent Alternate -2-
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Credit Facility and/or Alternate Liquidity Facility is provided for the Bonds in accordance with the Indenture.
“Tender Agent” shall mean the entity serving as Tender Agent as provided in the Indenture.
Other terms used herein but not defined herein shall have the same meaning as that assigned to such terms in the Indenture unless the context indicates otherwise.
SECTION 2. ACCEPTANCE
The Remarketing Agent accepts its appointment as the Remarketing Agent for the Bonds.
This Remarketing Agreement shall constitute a written instrument of acceptance referred to in Section 2.21 of the Indenture, and counterparts of this Remarketing Agreement, or true copies thereof, shall be delivered to the Authority, the Trustee, the Bank and the Tender Agent.
SECTION 3. REMARKETING AGENT’S DUTIES AND OBLIGATIONS
The Remarketing Agent agrees that, commencing on the Effective Date, it will:
(a) At the times and in the manner set forth in the applicable provisions of the Indenture, determine (1) the interest rate on the Bonds, which shall be (i) with respect to Bonds bearing in the Daily Mode, the Daily Rate applicable to such Bonds for each Daily Rate Period; (ii) with respect to Bonds bearing interest in the Weekly Mode, the Weekly Rate applicable to such Bonds for each Weekly Rate Period; (iii) with respect to Bonds bearing interest in the Flexible Mode, the Flexible Rates and the duration of the Rate Periods applicable to such Bonds; and (iv) with respect to a Long-Term Mode, the Term Rate or Fixed Rate(s) applicable to such Bonds; and (2) the Applicable SIFMA Spread for each SIFMA Rate Period with respect to Bonds bearing interest in the SIFMA Mode, so long as it is the under this Remarketing Agreement with respect to Bonds bearing interest in any such Mode.
(b) In accordance with the applicable provisions of the Indenture, give notification of the interest rates and rate periods so determined. (c) Subject to the provisions of Section 9 hereof and the Indenture, use its best efforts to remarket (i) all Bonds, including Liquidity Provider Bonds, which are subject to mandatory tender, and (ii) all Bonds, including Liquidity Provider Bonds, bearing interest at a Daily Rate or a Weekly Rate which are subject to optional tender for purchase pursuant to the Indenture, without regard to the Liquidity Provider Bond rate from time to time in effect and, in any case, up to the Maximum Interest Rate (as defined in the Indenture). (d) In accordance with and at the times specified in the Indenture, give notice to the Tender Agent, the Trustee, the Bank, the Authority and the City specifying the principal amount of Bonds subject to optional or mandatory purchase which have been remarketed and the amount thereof which has not been remarketed and to deliver to the -3-
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Tender Agent in accordance with and at the times set forth in the Indenture, in immediately available funds, an amount equal to remarketing proceeds. (e) Hold all Bonds delivered to it for the benefit of the respective owners which shall have delivered such Bonds until moneys representing the purchase price of such Bonds shall have been delivered to, for the account of, or to the order of such Bondowners. (f) Hold all moneys delivered to it for the purchase of Bonds for the benefit of the person or entity which shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to or for the account of such person or entity. (g) Perform all duties and obligations of the Remarketing Agent under the Indenture.
SECTION 4. REMARKETING AGENT’S COMPENSATION
(a) In consideration of the services to be performed by the Remarketing Agent under this Remarketing Agreement, the City shall pay to the Remarketing Agent the following fees: (i) an annual fee equal to ___% of the weighted average daily principal amount of Bonds outstanding during such periods in which the Bonds shall bear interest at a Daily Rate or a Weekly Rate, (ii) in connection with, or in anticipation of, a change in Mode to the Flexible Mode an annual fee equal to such percentage of the weighted average daily principal amount of Bonds outstanding during such periods in which the Bonds shall bear interest at a Flexible Rate as shall be agreed to by the City and the Remarketing Agent at that time and (iii) in connection with, or in anticipation of, a change in Mode to a SIFMA Mode or a Long-Term Mode, an amount as shall be agreed to by the City and the Remarketing Agent at that time. It is understood and agreed that payment of the fees referred to in clauses (i) and (ii) of the first sentence of this Section shall be made by the City as soon as practicable upon receipt of an invoice therefor from the Remarketing Agent, such invoice to be sent quarterly in arrears on each [[January 1, April 1, July 1 and October 1, commencing January 1, 2024]] (at which point a pro-rated amount from the Effective Date will be due) and that payment of the fee referred to in clause (iii) of the first sentence of this Section shall be made by the City on the effective date of the change in Mode to a SIFMA Mode or Long-Term Mode or such date or dates as the City and the Remarketing Agent shall agree in connection with, or in anticipation of, any such change in Mode.
(b) In addition, the City shall pay all reasonable expenses and costs of the Remarketing Agent incurred in connection with the performance of its services hereunder and the transactions contemplated hereby (including, without limitation, the expenses and costs of the preparation of any blue sky and legal investment surveys for the public remarketing of the Bonds and the preparation, printing, photocopying, execution and delivery of any remarketing memorandum, and further including, the fees and expenses of counsel to the Remarketing Agent in connection therewith).
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SECTION 5. REMARKETING AGENT NOT ACTING AS UNDERWRITER
(a) It is understood and agreed that the Remarketing Agent is only obligated hereunder to act as agent for the City and is undertaking such obligations on a best efforts basis. The City agrees that while this Remarketing Agreement is in effect, the Remarketing Agent shall be the exclusive remarketing agent of the Bonds. The Remarketing Agent shall not act, nor shall be deemed to be acting, as an underwriter for the Bonds in connection with any remarketing of such Bonds in the Daily Mode or Weekly Mode and shall be in no way obligated hereunder to advance its own funds to purchase any such Bonds upon a change in Mode of the Bonds to a New Mode or conversion of the Bonds to a Fixed Rate Mode.
(b) The Remarketing Agent may, if it determines to do so, purchase Bonds as principal and, if it does so, it will have the same rights as any other person owing Bonds.
SECTION 6. REPRESENTATIONS BY THE CITY
(a) The City, by acceptance hereof, and upon the date of each remarketing of the Bonds, represents and warrants to the Remarketing Agent that it has full power and authority to take all actions required or permitted to be taken by it by or under, and to perform and observe the covenants and agreements on its part contained in, this Remarketing Agreement and any other agreement or instrument relating to the Bonds to which the City is a party, including without limitation the Indenture, and when duly executed and delivered by the respective parties thereto, this Remarketing Agreement and such other related agreements or instruments will constitute legal, valid and binding obligations of the City enforceable against the City in accordance with the respective terms thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors’ rights generally (“Creditors’ Rights Limitations”) and by general principles of equity and to limitations on legal remedies against public agencies within the State of California.
(b) The City hereby confirms to the Remarketing Agent the representations and warranties made by the City in the Purchase Contract as if the Remarketing Agent in its capacity as such were a party to the Purchase Contract, all of which, for such purpose, are hereby incorporated by such reference.
(c) The City shall immediately notify the Remarketing Agent by telephone, confirmed in writing, of:
(i) the occurrence or existence of any event or condition which becomes known to the City and which would make any of its representations contained herein or incorporated herein by reference (as set forth in (a) and (b) above) incorrect or untrue in any material respect if made on and as of any day during the term of this Remarketing Agreement; and
(ii) any reduction or termination of the commitment or obligation of the Bank with respect to the Letter of Credit or any extension of the expiration date thereof; and -5-
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(iii) any resignation or removal of; and appointment of a successor for, the Tender Agent or Trustee for the Bonds.
(d) The City will notify the Remarketing Agent of any amendment made to the Indenture, the Letter of Credit or the Reimbursement Agreement.
(e) The City hereby agrees to provide such information, execute such instruments and take such other action in cooperation with the Remarketing Agent as the Remarketing Agent may reasonably request in order to qualify the Bonds for offer and sale under the blue sky or other securities laws and regulations of such states as the Remarketing Agent may designate; provided, however, that the City shall not be required to execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determinations in any jurisdiction.
SECTION 7. REPRESENTATIONS BY THE REMARKETING AGENT
(a) The Remarketing Agent represents to the City that it will not in connection with remarketing of the Bonds knowingly make any untrue statement of a material fact, or omit to state a material fact which is required or necessary to be stated in order to make any statements made in the light of the circumstances under which they were made, not misleading; that it will not employ any device, scheme or artifice to defraud or engage in any act, practice or course of conduct which would operate as a fraud or deceit; and that this Remarketing Agreement constitutes the legal, valid and binding obligation of the Remarketing Agent enforceable against the Remarketing Agent in accordance with its terms, except as the enforcement thereof may be limited by Creditors’ Rights Limitations.
(b) The Remarketing Agent hereby further represents and warrants that: (i) it is a registered broker-dealer and a member in good standing of the Financial Industry Regulatory Authority, Inc.; (ii) it has the requisite power to execute, deliver and perform this Agreement; (iii) it has duly authorized the execution, delivery and performance of this Remarketing Agreement; (iv) when executed and delivered by the parties hereto, this Remarketing Agreement will constitute the legal, valid and binding obligation of the Remarketing Agent enforceable in accordance with its terms, except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and remedies generally or by general principles of equity (regardless of whether considered in a proceeding in equity or at law).
SECTION 8. FURNISHING OF OFFERING MATERIALS
(a) In connection with a change in Mode of the Bonds to a New Mode or conversion to a Fixed Rate Mode or other reoffering of the Bonds pursuant to mandatory tender and purchase thereof, the City agrees to furnish to the Remarketing Agent sufficient copies of a reoffering statement (the “Reoffering Statement”), in form and substance satisfactory to the Remarketing Agent, and any other related material (including, if applicable, a continuing disclosure undertaking). Further, the City agrees to cooperate in the preparation of and to make available to the Remarketing Agent revised Reoffering Statements or amendments or supplements thereto such -6-
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as may be required so that the Reoffering Statement will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Any costs or expenses incurred in connection with the preparation of a Reoffering Statement and any amendments or supplements thereto shall be the responsibility of the City.
(b) If, at any time after the Effective Date, any event known to the City relating to or affecting the City, the Authority, the Bank, the Trustee, the Indenture, the Letter of Credit, this Remarketing Agreement or the Bonds shall occur which materially adversely affects the Bonds or the remarketing thereof, the City shall promptly notify the Remarketing Agent in writing of the circumstances and details of such event.
(c) The City will cooperate with the Remarketing Agent and will supply the Remarketing Agent with any additional materials to which the City has access and which the Remarketing Agent believes are necessary in connection with its remarketing of the Bonds. (d) No later than ___ days following the end of each fiscal year of the City, the City will provide the audited financial statements of the City for such fiscal year to the Remarketing Agent.
The City represents and warrants that the financial statements of the City delivered or to be delivered to the Remarketing Agent in connection with the remarketing of the Bonds on and after the Effective Date will be in accordance with the related books and records, and will be complete and correct and fairly present the financial position as of the dates set forth therein and the results of operations for the periods set forth therein, all in conformity, to the best knowledge of the City, with applicable generally accepted accounting principles and practices, it being understood that, in the case of interim reports, if any, such reports will be subject to year-end adjustments. The Remarketing Agent hereby agrees that the filing of such audited financial statements with the Electronic Municipal Market Access (EMMA) system of the Municipal Securities Rulemaking Board will satisfy the delivery requirements of this Section 8(d).
SECTION 9. TERM AND TERMINATION
(a) This Remarketing Agreement becomes effective on the date hereof, October 27, 2022 (the “Effective Date”), and shall continue to be in effect for as long as any Bonds remain outstanding; provided, however, that subject to Section 316 of the Thirteenth Supplemental Indenture, the Remarketing Agent or the City may terminate their obligations under this Remarketing Agreement upon 30 days’ written notice to the other party and to the Bank; provided further, however, that (i) the City must appoint a successor Remarketing Agent prior to removing the Remarketing Agent upon such termination; (ii) the City may terminate its obligations under this Remarketing Agreement upon three Business Days written notice to the Remarketing Agent in the event that the Remarketing Agent elects not to (or is unable to) determine the Weekly Rate or Daily Rate other than as a result of the occurrence of any event described in paragraph (b) below and (iii) notwithstanding the foregoing, if the Remarketing Agent elects to terminate its obligations as such under this Remarketing Agreement and so long as the City is using its best efforts to qualify a successor to the Remarketing Agent, the Remarketing Agent shall be obligated to continue its duties as such until the earlier of the sixtieth (60th) day following the giving of such notice of termination and the date on which a successor is so qualified, The Remarketing Agent’s obligations -7-
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under this Remarketing Agreement shall cease following the sixtieth (60th) day from which notice of termination is given by the Remarketing Agent to the City and the Bank, regardless of whether a successor Remarketing Agent has been qualified.
(b) In addition, the City or the Remarketing Agent may immediately terminate this Agreement and the Remarketing Agent shall have no obligation to remarket or attempt to remarket Bonds if any one or more of the following events has occurred:
(i) The marketability of the Bonds or the contemplated offering prices thereof, in the reasonable opinion of the Remarketing Agent, shall have been materially adversely affected by any federal or state legislation, effective, pending or favorably reported out of any legislative committee, or by any decision of any federal or state court or by any order, ruling or regulation (final, temporary or proposed) of the Treasury Department or the Internal Revenue Service of the United States or other federal or state authority or regulatory body, or by a release or announcement or communication issued or sent by the Treasury Department or the Internal Revenue Service of the United States, affecting the status of the City, its property or income, obligations of the general character of the Bonds, as contemplated hereby, or the interest thereon, or any tax exemption with respect to obligations of the general character of the Bonds, as contemplated hereby, or the interest thereon, granted or authorized by the Internal Revenue Code of 1986, as amended; or (ii) Legislation shall be introduced by the House of Representatives or the Senate of the Congress of the United States by amendment or otherwise, which in the reasonable opinion of the Remarketing Agent, materially adversely affects the marketability of the Bonds, or legislation shall be enacted by the House of Representatives or the Senate of the Congress of the United States, or a decision by a Court of the United States of America shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the United States Securities and Exchange Commission or other governmental agency having jurisdiction over the subject matter shall be made or proposed, to the effect that the offering or sale of obligations of the general character of the Bonds, as contemplated hereby, is or would be in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect, or with the purpose or effect of otherwise prohibiting the offering and sale of obligations of the general character of the Bonds, or the Bonds, as contemplated hereby; or (iii) Any of the following events shall have occurred:
(A) the engagement or escalation of activities by the United States of America in hostilities which have resulted in a declaration of war or national emergency, or the occurrence of any other outbreak or hostilities or escalation thereof or national or international calamity or crisis, financial or otherwise, including but not limited to the COVID-19 pandemic, the effect of such outbreak, calamity, crisis, or escalation thereof on the financial markets of the United States of America being such as, in the reasonable opinion of the Remarketing Agent, -8-
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would materially adversely affect the ability of the Remarketing Agent to remarket the Bonds;
(B) a general suspension of trading on the New York Stock Exchange or the American Stock Exchange or other national securities exchange; (C) the establishment of or increase in material restrictions upon trading of securities, including limited or minimum prices, by any governmental authority or by any national securities exchange;
(D) the imposition by a California or federal governmental authority as to the Bonds, or obligations of the general character of the Bonds, of any material restrictions not now in force, or increase materially those now in force; (E) the declaration of a banking moratorium either by federal, New York, or other state authorities or by authorities in the country in which the Remarketing Agent is organized or a major financial crisis or a material disruption in commercial banking or securities settlement or clearance services; or (iv) Any litigation shall be instituted or threatened in writing to restrain or enjoin the remarketing of the Bonds or in any way protesting or affecting any authority for or the validity of the Bonds, the Indenture, the Letter of Credit or this Agreement, or the existence or powers of the City or the Bank relating thereto; or
(v) There is any material adverse change in the affairs of the City adversely affecting the security for the Bonds, which in the judgment of the Remarketing Agent, makes it impractical or inadvisable to proceed with the remarketing of the Bonds as contemplated by this Agreement and the Indenture, as amended or supplemented; or (vi) Any ratings assigned to the Bonds by a national rating service, including Standard & Poor’s, Moody’s Investors Service and Fitch, is downgraded, withdrawn or suspended and which in the Remarketing Agent’s reasonable opinion materially adversely affects the marketability of the Bonds; or
(vii) If the Remarketing Agent reasonably determines that a disclosure document is required for distribution to prospective purchasers and that such document is not available or, if available, is not satisfactory to the Remarketing Agent, in form or substance, or if the Remarketing Agent reasonably determines that Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 is applicable to the Bonds and additional documents, instruments, agreements or action is required to comply with same, including but not limited to the City having entered into a written agreement or contract for the benefit of the holders of the Bonds to provide the annual financial information, operating data, required event notices, and other information required by, and in accordance with, Rule 15c2-12, and such additional documents, instruments, agreements or action is not available or taken, or if available or taken, is not satisfactory to the Remarketing Agent, in form or substance, or if the Remarketing Agent shall receive an opinion of counsel that substantial grounds -9-
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exist upon which the exclusion of interest on the Bonds from gross income for federal income tax purposes can be challenged, or the exemption of the Bonds from registration under the Securities Act of 1933, as amended, or the exemption of the Indenture from qualification under the Trust Indenture Act of 1939, as amended, can be challenged or if any default under the Indenture shall have occurred and be continuing. (c) Notwithstanding anything in this Section 9 to the contrary, in the event that the Remarketing Agent elects not to (or is unable to) remarket the Bonds as a result of the occurrence of any event described in paragraph (b) above, the City may immediately terminate this Agreement and appoint a substitute remarketing agent, in which event the City is not required to provide the 30-day notice required under the provisions of paragraph (a) above, and such substitute remarketing agent shall provide the services contemplated by this Remarketing Agreement.
Notwithstanding the provisions of this paragraph, unless otherwise agreed to by the Remarketing Agent, upon the removal of the Remarketing Agent, the successor Remarketing Agent shall agree to purchase any Bonds owned by the Remarketing Agent as of the effective date of such removal at a purchase price equal to the principal amount thereof plus accrued interest from the immediately preceding Interest Accrual Date to the effective date of such removal.
SECTION 10. EVENTS OF DEFAULT
The failure by the City to make any payment required by this Remarketing Agreement when due shall constitute an “event of default” hereunder and shall entitle the Remarketing Agent to take whatever action at law or in equity, including specific performance, that is necessary or desirable to collect the amounts then due and thereafter to become due to them or to enforce observance or performance of any covenant, condition or agreement of the City hereunder.
SECTION 11. COOPERATION WITH REMARKETING AGENT; MSRB RULE G-34(c) COMPLIANCE The City agrees to cooperate with the Remarketing Agent in order to comply with any reporting or document submission requirement with respect to remarketing of the Bonds necessitated by any federal, state or regulatory agency rule, regulation or law, including, without limitation, Rule G-34(c) of the Municipal Securities Rulemaking Board.
SECTION 12. NO ADVISORY OR FIDUCIARY ROLE
The City acknowledges and agrees that: (i) the transaction contemplated by this Remarketing Agreement is an arm’s length, commercial transaction between the City and the Remarketing Agent in which the Remarketing Agent is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the City; (ii) the Remarketing Agent has not assumed any advisory or fiduciary responsibility to the City with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Remarketing Agent has provided other services or is currently providing other services to the City on other matters); and (iii) the City has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. -10-
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SECTION 13. MISCELLANEOUS
(a) Books and Records. The Remarketing Agent agrees to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the City, the Trustee and the Tender Agent at all times. (b) Amendments. This Remarketing Agreement may be amended from time to time by an instrument in writing executed by all parties hereto, without the consent of the holders of Bonds then outstanding. A copy of any amendment to this Remarketing Agreement will be provided by the City promptly to the Tender Agent and the Bank.
(c) Assignment. This Remarketing Agreement, and the obligations of the parties hereunder, may not be assigned or delegated by either party to any other person without the prior written consent of the other party.
(d) Notices. Except as otherwise provided, it shall be sufficient service of any notice, request, complaint, demand or other paper required to be given to or filed with the City, the Trustee, the Tender Agent, the Bank and the Remarketing Agent if the same shall be duly mailed by registered or certified mail. Any service by mail or a delivery service shall be addressed, and service by telephone shall be given, as follows:
(1) To the Authority:
200 South Anaheim Boulevard
Anaheim, California 92805
Attention: __________
Telephone: __________
Email: ________
(2) To the Remarketing Agent:
Goldman Sachs & Co. LLC
200 West Street, 5th Floor
New York, New York 10282-2198
Attention: Municipal Money Market Sales and Trading
Telephone: (212) 902-6633
E-mail: [email protected]
(3) To the Trustee and Tender Agent:
U.S. Bank Trust Company, National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Global Corporate Trust
Telephone: ______________
E-mail: _____________
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(4) To the Bank:
Bank of America, N.A.
[Address]
[Address]
Attention: ______________
Telephone: ______________
E-mail: ___________________
(5) To the owners of the Bonds:
Addressed to each owner of Bonds at the time outstanding, as shown by the list of Bond owners required by the Indenture to be kept at the principal corporate office of the Registrar.
(e) Payments Due on Saturdays, Sundays and Holidays. Whenever the provisions of this Remarketing Agreement call for any payment or the performance of any act on a date which is not a Business Day, then such payment or such performance shall be required on the next succeeding Business Day.
(f) Defined Terms. All capitalized terms used in this Remarketing Agreement and not otherwise defined herein have the same meaning as in the Indenture. (g) Counterparts. This Remarketing Agreement can be signed in one or more counterparts, each of which shall be an original and all of which shall constitute but one and the same document.
(h) Effective Date. This Remarketing Agreement shall become effective upon the execution hereof by the parties hereto.
(i) Additional Documents. The Authority represents and warrants that it has delivered to the Remarketing Agent the following executed documents, agreements, letters or opinions as the same may have been amended or supplemented to date:
(1) Indenture;
(2) Letter of Credit; and
(3) Reimbursement Agreement.
(j) Governing Law. The validity, interpretation and performance of this Remarketing Agreement shall be governed by the laws of the State of New York; provided, however, that the powers, duties and obligations of the Authority shall be governed by California law. (k) Principal Office of Remarketing Agent. The Remarketing Agent designates the address listed in Section 13(d)(2) hereof as the principal office of the Remarketing Agent.
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IN WITNESS WHEREOF, the parties hereto have caused this Remarketing Agreement to be duly executed and delivered by their respective officers thereunder duly authorized as of the date first above written.
THE CITY OF ANAHEIM, CALIFORNIA
By:____________________________________
[Title]
GOLDMAN SACHS & CO. LLC
By:____________________________________
Authorized Officer