WTC Preservation of Evidence document header, unidentified date

NYC 9/11 Public Portal Document

(b) keep such books and records with respect to its duties as Remarketing Agent as shall be consistent with prudent industry practice; and

(c) use its best efforts to remarket Tendered Bonds for which is the Remarketing Agent (including Purchased Bonds and 2008 Series BB Bonds purchased with Available Moneys described in clause (iii) of section (f) under the heading “Tender of 2008 Series BB Bonds for Purchase”) in accordance with the Second General Resolution, the terms hereof and the terms of the Remarketing Agreement.

The Remarketing Agreement may contain such other provisions as the Authority deems necessary or advisable.

Change of Remarketing Agent

The Authority may remove a Remarketing Agent at any time upon thirty (30) days’ written notice to the Remarketing Agent, the Tender Agent and the Facility Provider and may appoint a successor thereto. In addition, a Remarketing Agent may resign upon thirty (30) days’ prior written notice to the Authority, the Facility Provider, the Tender Agent and the Trustee.

Successor Remarketing Agents

(a) Any Person which succeeds to the business of a Remarketing Agent as a whole or substantially as a whole, whether by sale, merger, consolidation or otherwise, shall thereby become vested in all the property, rights and powers of such Remarketing Agent hereunder.

(b) In the event that a Remarketing Agent shall resign, be removed or be dissolved, or if the property or affairs of a Remarketing Agent shall be taken under control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, the Authority shall appoint or cause the appointment of a successor within thirty (30) days of any such action. If no Event of Default under the Second General Resolution, or an event that, with the giving of notice or lapse of time, or both, would constitute an Event of Default under the Second General Resolution, has occurred and is continuing, the successor Remarketing Agent shall be selected by the Authority.

(c) Each successor Remarketing Agent shall at all times be either a member of the National Association of Securities Dealers, Inc. or registered as a dealer of municipal securities under the Securities Exchange Act of 1934, as amended, and have net capital of at least $25,000,000. The Trustee shall give written notice to the Bondholders, the Facility Provider, Moody’s, Fitch and S&P of any resignation, removal or appointment of the Remarketing Agent.

(d) If, at any time and for any reason, there is no entity serving as Remarketing Agent for 2008 Series BB Bonds in a Rate Mode other than the Fixed Rate Mode, the Trustee shall assume the duties of Remarketing Agent solely for the purpose of accepting notices of tender.

OHS East: 160308250.3 43065-1 B-23

NYC-WTC_000153908