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Official Statement Airport Commission City and County of San ...

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any, on the Mode Change Date. Such determination is conclusive <strong>and</strong> binding upon the <strong>Commission</strong>, the Trustee,<br />

the Auction Agent, the Market Agent <strong>and</strong> the Owners <strong>of</strong> such 2010A Bonds to which such rate will be applicable.<br />

Not later than 5:00 p.m., New York <strong>City</strong> time, on the date <strong>of</strong> determination <strong>of</strong> the Auction Rate for the 2010A<br />

Bonds, the Broker-Dealer is required to notify the Trustee, the <strong>Commission</strong>, the Market Agent <strong>and</strong> the Auction<br />

Agent <strong>of</strong> the Auction Rate by telephone, promptly confirmed in writing or by other Electronic Means.<br />

The <strong>Commission</strong> may revoke its election to effect a change in Mode for any 2010A Bonds to the<br />

Auction Mode by giving written notice <strong>of</strong> such revocation to the Trustee, the Remarketing Agent, the Auction<br />

Agent, the Market Agent <strong>and</strong> the Broker-Dealer at any time prior to the setting <strong>of</strong> the initial Auction Rate by the<br />

initial Broker-Dealer.<br />

Remarketing <strong>of</strong> 2010A Bonds<br />

The Remarketing Agent shall use its best efforts to <strong>of</strong>fer for sale (a) all applicable 2010A Bonds or<br />

portions there<strong>of</strong> as to which notice <strong>of</strong> optional tender has been given, (b) all applicable 2010A Bonds required to be<br />

purchased upon change from one Mode to another Mode on the Mode Change Date, <strong>and</strong> (c) all applicable Credit<br />

Provider Bonds.<br />

(a) On each Purchase Date or M<strong>and</strong>atory Purchase Date, as the case may be:<br />

(1) unless the Remarketing Agent has notified the Paying Agent otherwise, the<br />

Remarketing Agent shall notify the Paying Agent by Electronic Means not later than<br />

10:45 a.m., New York <strong>City</strong> time, on each such Purchase Date or M<strong>and</strong>atory Purchase<br />

Date, <strong>of</strong> the amount <strong>of</strong> tendered 2010A Bonds which were successfully remarketed <strong>and</strong><br />

the proceeds <strong>of</strong> which have been received by the Remarketing Agent, the names <strong>of</strong> the<br />

tendering Owners <strong>and</strong> the registration instructions (i.e., the names, addresses <strong>and</strong><br />

taxpayer identification numbers <strong>of</strong> the purchasers <strong>and</strong> the desired Authorized<br />

Denominations) with respect thereto; <strong>and</strong><br />

(2) the Paying Agent shall authenticate new 2010A Bonds for the respective<br />

purchasers there<strong>of</strong> which shall be available for pick up by the Remarketing Agent not<br />

later than 1:30 p.m., New York <strong>City</strong> time.<br />

(b) On each Purchase Date or M<strong>and</strong>atory Purchase Date, as the case may be, the Paying<br />

Agent shall direct the Trustee to Draw on the Credit Facility, as the case may be, for the related Series <strong>of</strong> 2010A<br />

Bonds, by 12:15 p.m., New York <strong>City</strong> time, in an amount equal to the Purchase Price <strong>of</strong> all such 2010A Bonds<br />

tendered or deemed tendered less the aggregate amount <strong>of</strong> remarketing proceeds received from the remarketing <strong>of</strong><br />

such 2010A Bonds.<br />

By the close <strong>of</strong> business on the Purchase Date or the M<strong>and</strong>atory Purchase Date, as the case may<br />

be, the Paying Agent shall purchase tendered 2010A Bonds from the tendering Owners at the Purchase Price by wire<br />

transfer in immediately available funds. Funds for the payment <strong>of</strong> such Purchase Price shall be derived solely from<br />

the following sources in the order <strong>of</strong> priority indicated <strong>and</strong> neither the Paying Agent nor the Remarketing Agent<br />

shall be obligated to provide funds from any other source:<br />

(c) immediately available funds on deposit in the Remarketing Proceeds Account established<br />

for such Series <strong>of</strong> 2010A Bonds; <strong>and</strong><br />

(d) immediately available funds on deposit in the Credit Facility Purchase Account<br />

established for such Series <strong>of</strong> 2010A Bonds.<br />

On each Purchase Date or M<strong>and</strong>atory Purchase Date, as the case may be, such 2010A Bonds shall<br />

be delivered as follows:<br />

C-32

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