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by giving at least 60 days' notice to the City, the Bond Registrar, the Liquidity Facility Provider <br /> and the Remarketing Agent, provided that such resignation shall not take effect until the <br /> appointment and acceptance of a successor Tender Agent. The Tender Agent may be removed at <br /> any time by the City upon written notice to the Tender Agent, the Bond Registrar, each Liquidity <br /> Facility Provider and each Remarketing Agent, provided that such removal shall not take effect <br /> until the appointment of, and the acceptance of appointment by, a successor Tender Agent. <br /> Successor Tender Agents may be appointed from time to time by the City and with the written <br /> approval of each Liquidity Facility Provider, such approval not to be unreasonably withheld. <br /> (b) If no successor Tender Agent shall have been appointed and have accepted <br /> appointment within 30 days of the giving notice of resignation or notice of removal as aforesaid, <br /> the City may appoint, with the prior written approval of the Liquidity Facility Provider (such <br /> approval not to be unreasonably withheld), a successor Tender Agent to act until a successor <br /> Tender Agent is appointed pursuant to the foregoing provisions of this Section. <br /> (c) If no appointment of a successor Tender Agent shall have been made pursuant to <br /> the foregoing provisions of this Section, the Tender Agent resigning or being removed or any <br /> Registered Owner (on behalf of itself and all other Registered Owners) may petition any court of <br /> competent jurisdiction for the appointment of a successor Tender Agent, and such court may <br /> thereupon, after such notice, if any, as it may deem proper, appoint such successor Tender Agent. <br /> (d) Any successor Tender Agent appointed under this ordinance shall signify its <br /> acceptance of such appointment by executing and delivering to the City, the Bond Registrar, the <br /> Liquidity Facility Provider, the Remarketing Agent and to its predecessor Tender Agent a written <br /> acceptance thereof, and thereupon (i) the successor Tender Agent, without further act, deed or <br /> conveyance, shall become vested with all the monies, estates, properties, rights, powers, trusts, <br /> -59- P\20287_CMVN20287AMT 10/14/14 <br />