Common use of Purchase Fund Clause in Contracts

Purchase Fund. The Tender Agent shall establish and maintain a special fund designated as the “Purchase Fund,” and within such fund three separate accounts designated, respectively, as the “Liquidity Facility Deposit Account,” the “Remarketing Proceeds Account” and the “Borrower Purchase Account.” Upon the designation of two or more subseries of Bonds pursuant to Section 2.02E, the Tender Agent shall establish and maintain a separate subaccount for each subseries within each such Account and shall deposit to and draw on the applicable subaccount all receipts in respect of and all payments of the Purchase Price of the Bonds of the subseries for which such subaccount is established. The money in the Purchase Fund shall be held in trust and applied solely as provided in this Section. The Tender Agent shall deposit all moneys delivered to it hereunder for the purchase of Bonds into the Remarketing Proceeds Account and shall hold all such moneys in trust for the exclusive benefit of the Person that shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to it for the account of such Person and, thereafter, for the benefit of the Bondholders tendering such Bonds. The Tender Agent shall deposit all moneys delivered to it hereunder from a payment by or on behalf of any Liquidity Facility Provider for the purchase of Bonds into the Liquidity Facility Deposit Account and shall hold all such moneys in trust for the exclusive benefit of such Liquidity Facility Provider until the Bonds purchased with such moneys shall have been delivered to or for the account of such Liquidity Facility Provider and, after such delivery, the Tender Agent shall hold such funds exclusively for the benefit of the Bondholders tendering such Bonds. The Tender Agent shall deposit all moneys delivered to it hereunder from a payment by or on behalf of the Borrower for the purchase of Bonds into the Borrower Purchase Account and shall hold all such moneys in trust for the exclusive benefit of the Borrower until the Bonds purchased with such moneys shall have been delivered to or for the account of the Borrower and, after such delivery, the Tender Agent shall hold such funds exclusively for the benefit of the Bondholders tendering such Bonds. Moneys in the Liquidity Facility Deposit Account, the Remarketing Proceeds Account and the Borrower Purchase Account shall not be commingled with other funds held by the Tender Agent and shall remain uninvested. Neither the Issuer nor the Borrower shall have any right, title or interest in or to any moneys held in the Purchase Fund. Whenever the Tender Agent is not a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds similar to Section 9.10(b), Title 1, U.S. Code of Federal Regulations, then the Tender Agent shall maintain the Purchase Fund at such a depository institution subject to such regulations, or at a depository institution the short-term obligations of which are rated by each Rating Agency no lower than the short-term rating assigned by it to the Bonds.

Purchase Fund. (a) The Purchase Fund has not been pledged or assigned under this Indenture and is not subject to the lien created by this Indenture. Upon receipt by the Tender Agent shall establish and maintain of the proceeds of a special fund designated as remarketing of Tendered Bonds (other than Bonds remarketed to the “Issuer, the Borrower or an Affiliated Party of the Borrower, which will be placed in a separate trust account in the Purchase Fund,” and within such fund three separate accounts designated, respectively, as the “Liquidity Facility Deposit Account,” the “Remarketing Proceeds Account” and the “Borrower Purchase Account.” Upon the designation of two or more subseries of Bonds pursuant to Section 2.02E), the Tender Agent shall establish and maintain a separate subaccount for each subseries within each such Account and shall deposit to and draw on the applicable subaccount all receipts in respect of and all payments of the Purchase Price of the Bonds of the subseries for which such subaccount is established. The money in the Purchase Fund shall be held in trust and applied solely as provided in this Section. The Tender Agent shall deposit all moneys delivered to it hereunder for the purchase of Bonds into the Remarketing Proceeds Account and shall hold all such moneys in trust for the exclusive benefit of the Person that shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to it for the account of such Person and, thereafter, for the benefit of the Bondholders tendering such Bonds. The Tender Agent shall deposit all moneys delivered to it hereunder from a payment by or on behalf of any Liquidity Facility Provider for the purchase of Bonds into the Liquidity Facility Deposit Account and shall hold all such moneys in trust for the exclusive benefit of such Liquidity Facility Provider until the Bonds purchased with such moneys shall have been delivered to or for the account of such Liquidity Facility Provider and, after such delivery, the Tender Agent shall hold such funds exclusively for the benefit of the Bondholders tendering such Bonds. The Tender Agent shall deposit all moneys delivered to it hereunder from in a payment by or on behalf of the Borrower for the purchase of Bonds into the Borrower Purchase Account and shall hold all such moneys in trust for the exclusive benefit of the Borrower until the Bonds purchased with such moneys shall have been delivered to or for the segregated escrow account of the Borrower and, after such delivery, the Tender Agent shall hold such funds exclusively for the benefit of the Bondholders tendering such Bonds. Moneys in the Liquidity Facility Deposit Account, the Remarketing Proceeds Account and the Borrower Purchase Account shall not be commingled with other funds held maintained by the Tender Agent and designated "Undelivered Bond Account" which funds shall remain uninvested. Neither the Issuer nor the Borrower shall have any rightnot be invested, title or interest in or to any moneys held in the Purchase Fund. Whenever the Tender Agent is not a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds similar to Section 9.10(b), Title 1, U.S. Code of Federal Regulations, then and the Tender Agent shall maintain not be liable to the Issuer or the Borrower for any interest thereon, and any moneys shall be held and applied as provided herein. The Trustee shall deposit moneys received from the Credit Enhancer pursuant to a payment on the Credit Facility in accordance with Section 508(b)(4) or (5) hereof in the Purchase Fund at for application to the Tender Price of the Tendered Bonds. Upon receipt by the Trustee of the proceeds of the placement of Pledged Bonds on a Placement Date, the Trustee shall deposit such a depository institution subject moneys in the Purchase Fund for payment to the Credit Enhancer to the extent such Pledged Bonds were purchased out of funds provided by the Credit Facility and not reimbursed to the Credit Enhancer by the Borrower and, thereafter, to the Borrower. Moneys from the remarketing of Tendered Bonds to the Issuer, the Borrower or an Affiliated Party of the Borrower, shall be applied solely to the purchase price of Pledged Bonds. (b) On any Tender Date or Placement Date, the Trustee shall transfer on the Bond Register ownership of all of the Tendered Bonds to the names of the respective purchasers thereof. From and after such date, the principal of, redemption premium, if any, and interest on such Bonds shall be payable solely to such regulationspurchasers, their transferees or the successors thereto. The Owners of Tendered Bonds immediately prior to a Tender Date with respect to which a Notice of Election to Tender Bonds has been given pursuant to Section 301 hereof or a Notice of Election to Retain Bonds has not been given pursuant to Section 302 hereof shall be entitled solely to payment of the Tender Price for such Bonds upon delivery thereof to the Tender Agent as herein provided and shall not be entitled to the payment of any principal, redemption premium, if any, or at a depository institution the short-term obligations of which are rated by each Rating Agency no lower than the short-term rating assigned by it to the Bondsinterest thereon thereafter.

Purchase Fund. The Tender Agent shall establish and maintain a special fund designated as the “Purchase Fund,” and within such fund three separate accounts designated(a) While Initial Bonds, respectivelyDaily Rate Bonds, as the “Liquidity Facility Deposit Account,” the “Remarketing Proceeds Account” and the “Borrower Purchase Account.” Upon the designation of two Weekly Rate Bonds or more subseries of Commercial Paper Rate Bonds pursuant to Section 2.02Eare Outstanding, the Tender Agent shall establish a special fund to be designated the “Port of Beaumont Navigation District of Jefferson County, Texas Dock and maintain a separate subaccount Wharf Facility Revenue Bonds, Series 2016 (Jefferson Energy Companies Project) Purchase Fund” (the “Purchase Fund”) and for each subseries within each such Account and shall deposit to and draw on the applicable subaccount all receipts in respect of and all payments account of the Purchase Price Persons described in subsection (c) of this Section until all Initial Bonds, Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds Outstanding and not yet due have been converted to bear interest at the Bonds of the subseries for which such subaccount is establishedFixed Rate. The money in deposited to the Purchase Fund shall be held in trust and applied solely as provided in this Section. The Tender Agent shall deposit all moneys delivered to it hereunder for the purchase of Bonds into the Remarketing Proceeds Account and shall hold all such moneys in trust for the exclusive benefit of the Person that respective Persons which shall have so delivered such moneys money until the Initial Bonds, Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds purchased with such moneys shall have been money are delivered to it such Persons. The Bonds delivered for the account of such Person and, thereafter, purchase hereunder shall be held in trust solely for the benefit of the respective Bondholders tendering which have so delivered such Initial Bonds. The Tender Agent shall deposit all moneys delivered to it hereunder from a payment by , Daily Rate Bonds, Commercial Paper Rate Bonds or on behalf of any Liquidity Facility Provider for Weekly Rate Bonds until money representing the purchase of Bonds into the Liquidity Facility Deposit Account and shall hold all such moneys in trust for the exclusive benefit Purchase Price of such Liquidity Facility Provider until the Bonds purchased with such moneys shall have has been delivered to or for the account of or to the order of such Liquidity Facility Provider Bondholders and, after such deliverythereafter, in the Tender Agent shall hold such funds exclusively case of Liquidity Bank Bonds, for the benefit of the Bondholders tendering Liquidity Bank until disposed of pursuant to the instructions thereof. The Purchase Fund shall contain the following accounts: the Remarketing Account; the Initial Bonds Standby Bond Purchase Account; and the Liquidity Account, and each subaccount or account within the Purchase Fund shall be segregated from any other funds in the Purchase Fund and the deposits into such subaccounts or accounts and the monies in such subaccounts or accounts shall be used solely as described below. The Trustee shall deposit into the Remarketing Account proceeds of the remarketing of Initial Bonds, Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds (other than amounts remitted by the Company, Jefferson Holdings or any affiliates pursuant to the Standby Bond Purchase Agreement). Any amounts remitted by the Company, Jefferson Holdings or any affiliate and directed toward the purchase of Outstanding Bonds, other than pursuant to the Standby Bond Purchase Agreement, shall be considered remarketing proceeds and shall be deposited into the Remarketing Account. The Trustee shall deposit into the Liquidity Account the proceeds of draws made on a Liquidity Facility to pay the Purchase Price of Daily Rate Bonds, Weekly Rate Bonds and Commercial Paper Bonds. The Trustee shall deposit into the Initial Bonds Standby Bond Purchase Account amounts received from the Company, Jefferson Holdings or any affiliate or otherwise deposited with the Trustee pursuant to the Standby Bond Purchase Agreement. (b) The Trustee shall, or shall cause the Tender Agent to, deposit to the credit of the Purchase Fund promptly upon receipt all amounts received by it for the purchase of Initial Bonds, Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds. (c) The Tender Agent shall deposit all moneys delivered apply immediately available funds in the Purchase Fund on each Purchase Date to it hereunder pay the Purchase Price of Initial Bonds, Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds properly tendered for purchase, from a payment by or on behalf the following sources and in the following order of priority: (i) first, from the Remarketing Account of the Borrower Purchase Fund from immediately available proceeds of the remarketing of such Initial Bonds, Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds deposited to the Remarketing Account by 12:00 noon, New York, New York time, on the Purchase Date; and (ii) second, (A) with respect to Daily Rate Bonds, Weekly Rate Bonds and Commercial Paper Bonds, from the Liquidity Account of the Purchase Fund if the Liquidity Facility obligates the Liquidity Bank to provide funds for the purchase of such Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds (but not the Initial Bonds) tendered or deemed tendered pursuant to the provisions of the Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds, and (B) with respect to Initial Bonds, from amounts on deposit in the Initial Bonds Standby Bond Purchase Account transferred from the Company or Jefferson Holdings or otherwise deposited with the Trustee pursuant to the Standby Bond Purchase Agreement. (d) ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, THE PROVISIONS OF THE FOLLOWING THREE PARAGRAPHS SHALL APPLY TO INITIAL BONDS: (i) Not later than 30 days prior to any Initial Bonds Remarketing Date, the Trustee shall provide notice to Initial Bondholders stating the Initial Bonds Remarketing Date and that the Initial Bonds will be subject to mandatory tender for purchase at the Purchase Price on such date. Not later than 15 days prior to any Initial Bonds Remarketing Date, the Trustee shall provide notice to the District, the Company, Jefferson Holdings and FTAI stating (A) the Initial Bonds Remarketing Date, (B) the Purchase Price scheduled for payment on such Initial Bonds Remarketing Date with respect to all Initial Bonds that are Outstanding at the time of such notice and (C) that, unless the Trustee notifies otherwise on the Initial Bonds Remarketing Date, such amount must be remitted to the Trustee by no later than 2:00 p.m., New York, New York, time on that day. (ii) Prior to 12:00 noon, New York, New York time, on the Initial Bonds Remarketing Date, the Trustee shall (1) calculate the following amount (the “Initial Bonds Purchase Price Shortfall”): (A) the Purchase Price scheduled for payment on such Initial Bonds Remarketing Date with respect to all Outstanding Initial Bonds, less (B) the amount deposited by 11:00 a.m., New York, New York time, to the Remarketing Account of the Purchase Fund from proceeds of the remarketing of such Initial Bonds; (2) provide notification via Electronic Means to the District, the Company, Jefferson Holdings and FTAI of the Initial Bonds Purchase Price Shortfall, even if such amount shall be equal to zero; (3) transfer any monies deposited in the Reserve Fund into the Borrower Initial Bonds Standby Bond Purchase Account; and (4) request that monies in the amount of the Initial Bonds Purchase Price Shortfall less any monies transferred into the Initial Bonds Standby Bond Purchase Account pursuant to clause (3) above (if such amount shall be greater than zero) be remitted to the Trustee by the Company, Jefferson Holdings and FTAI by no later than 2:00 p.m., New York, New York time, on that day. Moneys deposited with the Trustee in accordance with the foregoing sentence shall hold be deposited to the Initial Bonds Standby Bond Purchase Account. In the event the Trustee has not received the Purchase Price of all Outstanding Initial Bonds from remarketing proceeds and any funds provided pursuant to the Standby Bond Purchase Agreement, the Trustee shall promptly return remarketing proceeds to the respective Persons that delivered such moneys in trust for the exclusive benefit of the Borrower until the money. (iii) Initial Bonds purchased with such moneys shall have been delivered to or for monies from the account of the Borrower and, after such delivery, the Tender Agent shall hold such funds exclusively for the benefit of the Bondholders tendering such Bonds. Moneys in the Liquidity Facility Deposit Account, the Remarketing Proceeds Account and the Borrower Initial Bonds Standby Bond Purchase Account shall not be commingled with other funds held by delivered to the Tender Agent and shall remain uninvestedbe held in the name of the Company or Jefferson Holdings, as directed by the Company and Jefferson Holdings, pending future remarketing or cancellation thereof and, while so held, shall accrue interest at the Standby Rate. Neither No such Bonds may be transferred unless the Issuer nor the Borrower Remarketing Agent shall have any rightgiven written notice to the District, title the Company, Jefferson Holdings, the Trustee and the Tender Agent that such Initial Bonds have been remarketed at a price equal to the principal amount thereof. Such written notice shall also specify the Interest Mode or interest in or Interest Modes applicable to such remarketed Bonds and, with respect to any moneys held such remarketed Bonds that have been remarketed as Initial Bonds, the interest rate assigned to the Initial Bonds for the ensuing Initial Rate Period, the next Initial Bonds Remarketing Date, the date (if any) at which such remarketed Initial Bonds shall become subject to optional redemption in accordance with the terms of this Indenture and any premium associated with such optional redemption. Such remarketed Initial Bonds shall be registered and delivered in accordance with Section 2.19 hereof. At any time prior to such remarketing, any such Initial Bond may be presented by the Company to the Trustee for cancellation. (e) On each Purchase Date, for Bonds secured by a Liquidity Facility, the Trustee shall draw on, and deliver all documents required by, the Liquidity Facility at the time specified therein for the payment of the Purchase Price for all Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds, except Liquidity Bank Bonds or Bonds registered in the name of the Company or the District, required to be purchased on such Purchase Date and which have not been remarketed by 11:30 a.m., New York, New York time on such Purchase Date to receive proceeds of such drawing by 2:00 p.m. New York, New York time. (f) Amounts received by the Tender Agent after 11:00 a.m., New York, New York time, in payment of the Purchase Price of tendered Initial Bonds, Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds sold pursuant to the Remarketing Agreement shall be promptly returned to the Person remitting the same or, if permitted or required by the Liquidity Facility, disbursed to the Liquidity Bank to the extent of funds drawn or claimed and received by the Trustee or the Tender Agent under the Liquidity Facility prior to such disbursal in payment of the Purchase Price of Liquidity Bank Bonds. If, at 5:00 p.m. New York, New York time on any Purchase Date with respect to Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds, any balance remains in the Purchase Fund, such excess shall be promptly disbursed, first, to the Liquidity Bank or the Credit Enhancer to the extent of any unpaid obligation under the Liquidity Facility or the Credit Facility, as applicable, and thereafter, to the District to the extent of any remaining balance. Whenever If, at 5:00 p.m. New York, New York time on any Purchase Date with respect to Initial Bonds, any balance remains in the Tender Agent is not a federal depository institution or state-chartered depository institution subject Purchase Fund in excess of the unpaid Purchase Price of Initial Bonds, such excess shall be promptly disbursed to regulations regarding fiduciary funds similar to Section 9.10(b)the District. (g) In carrying out their respective responsibilities under this Section, Title 1, U.S. Code of Federal Regulations, then the Trustee and the Tender Agent shall maintain act on behalf and for the account and benefit of the Bondholders other than the District, Jefferson Holdings and the Company and not on behalf of, for the account or benefit of, or subject to the control of, the District, Jefferson Holdings or the Company. (h) If and so long as there is a Liquidity Facility or a Credit Facility in effect, the Trustee or Tender Agent shall not release any Liquidity Bank Bond until it has received written notice that the amounts under the Liquidity Facility have been reinstated to cover such Liquidity Bank Bond. (i) Any Bond (or portion thereof) for which notice of tender thereof on any Purchase Date is given in accordance with the provisions hereof, but which is not tendered for purchase by 12:00 noon, New York, New York time, on such Purchase Date (such Bonds or portions herein referred to as “Untendered Bonds”) shall, upon deposit in the Purchase Fund at of an amount sufficient to pay the Purchase Price of such a depository institution subject Bond on such Purchase Date, be deemed to have been tendered and sold on such Purchase Date to the Person specified in Section 2.19 hereof, and thereafter (A) the Holder of such Untendered Bond thereof shall not be entitled to any payment (including any interest accrued subsequent to such regulations, or at a depository institution the short-term obligations of which are rated by each Rating Agency no lower Purchase Date) in respect thereof other than the short-term rating assigned by it Purchase Price for such Bond, and such Untendered Bond (except any Bond issued in lieu thereof pursuant to this paragraph) shall no longer be entitled to the Bondsbenefit of this Indenture, except for the purpose of payment of the Purchase Price therefor; and (B) the District shall execute, and the Trustee shall authenticate and deliver, in the name of the Person specified in Section 2.19 hereof, one or more new Bonds of any Authorized Denomination of a like aggregate principal amount.

Purchase Fund. The Tender Agent shall establish (a) There is hereby created and maintain established with the Trustee a special trust fund designated as "The Industrial Development Board of the “City of Montgomery -- KINPAK 2002 Bond Purchase Fund,” " (the "Bond Purchase Xxxx"). The Trustee shall be the custodian for the Bond Purchase Fund, and within moneys in such fund three separate accounts designated, respectively, Fund may be disbursed by the Trustee as hereinafter provided. The moneys in the “Liquidity Facility Deposit Account,” the “Remarketing Proceeds Account” and the “Borrower Bond Purchase Account.” Upon the designation of two or more subseries of Bonds pursuant Fund shall be used (i) to Section 2.02E, the Tender Agent shall establish and maintain a separate subaccount for each subseries within each such Account and shall deposit to and draw on the applicable subaccount all receipts in respect of and all payments of pay the Purchase Price of Bonds due on any Tender Date or (ii) to reimburse the Bonds Bank for amounts drawn under the Letter of the subseries for which such subaccount is established. The money in the Purchase Fund shall be held in trust and applied solely Credit, as provided in subsection (d) of this Section. The Tender Agent . (b) There shall deposit all be deposited in the appropriate account of the Bond Purchase Fund, as and when received: (i) All moneys delivered to it hereunder drawn by the Trustee under the Letter of Credit for the purchase purpose of paying the Purchase Price of Bonds due on any Tender Date, into the Credit Facility Proceeds Account; (ii) All payments of Basic Rent under the Second Supplemental Lease with respect to Purchase Price, into the Miscellaneous Account; (iii) The proceeds of any remarketing of Bonds by the Remarketing Agent, into the Remarketing Proceeds Account and shall hold all Account; (iv) All other moneys required to be deposited in the Bond Purchase Fund pursuant to the Second Supplemental Lease or this Indenture, into the Miscellaneous Account; and (v) All other moneys received by the Trustee when accompanied by directions that such moneys are to be deposited in trust the Bond Purchase Fund, into the Miscellaneous Account. (c) The Trustee is hereby authorized and directed to withdraw sufficient moneys from the Bond Purchase Fund to pay the Purchase Price of Bonds due on any Tender Date. Funds for such payments shall be derived from the exclusive benefit following sources in the order of priority indicated: (i) First, moneys drawn by the Person that shall have so delivered Trustee under the Letter of Credit; (ii) Second, moneys received by the Trustee from the remarketing of Bonds by the Remarketing Agent; and (iii) Third, all other moneys on deposit in the Bond Purchase Fund. (d) If the Letter of Credit is then in effect, prior to 12:00 noon (New York, New York, time) on the Business Day preceding each Tender Date the Trustee shall, without making any prior claim or demand upon the Company for payments of Basic Rent with respect to the Purchase Price of Bonds, make a draw under the Letter of Credit in an amount equal to the Purchase Price of all Bonds to be purchased on such Tender Date. Any such moneys until drawn under the Bonds purchased with such moneys Letter of Credit shall have been delivered to it for the account of such Person and, thereafter, for the benefit of the Bondholders tendering such Bonds. The Tender Agent shall deposit all moneys delivered to it hereunder from a payment by or on behalf of any Liquidity Facility Provider for the purchase of Bonds into the Liquidity Facility Deposit Account be deposited and shall hold all such moneys in trust for the exclusive benefit of such Liquidity Facility Provider until the Bonds purchased with such moneys shall have been delivered to or for the account of such Liquidity Facility Provider and, after such delivery, the Tender Agent shall hold such funds exclusively for the benefit of the Bondholders tendering such Bonds. The Tender Agent shall deposit all moneys delivered to it hereunder from a payment by or on behalf of the Borrower for the purchase of Bonds into the Borrower Purchase Account and shall hold all such moneys in trust for the exclusive benefit of the Borrower until the Bonds purchased with such moneys shall have been delivered to or for the account of the Borrower and, after such delivery, the Tender Agent shall hold such funds exclusively for the benefit of the Bondholders tendering such Bonds. Moneys held in the Liquidity Credit Facility Deposit Account, the Remarketing Proceeds Account in the Bond Purchase Fund, and the Borrower Purchase Account shall not be commingled with other funds held by the Tender Agent and shall remain uninvested. Neither the Issuer nor the Borrower shall have any right, title or interest in or to any moneys held in the Bond Purchase Fund. Whenever If moneys from any source other than a drawing under the Tender Agent is not a federal depository institution Letter of Credit were, at the time of such draw, on deposit in the Remarketing Proceeds Account or state-chartered depository institution subject to regulations regarding fiduciary funds similar to Section 9.10(b), Title 1, U.S. Code Miscellaneous Account of Federal Regulations, then the Tender Agent shall maintain the Bond Purchase Fund at and available for the payment of such a depository institution subject Purchase Price, the Trustee shall nevertheless draw under the Letter of Credit in the full amount of such Purchase Price, and any such moneys available in the Bond Purchase Fund on such Tender Date from such other sources shall, to the extent of the amount paid by the Bank against such regulationsdraw, be paid to the Bank. If proceeds from the remarketing of Bonds shall have been deposited in the Remarketing Proceeds Account of the Bond Purchase Fund, or at a depository institution if moneys paid by the short-term obligations Company in respect of which are rated Purchase Price shall have been deposited in the Miscellaneous Account of the Bond Purchase Fund, in either event by each Rating Agency no lower than 11:00 a.m. Trustee's Time on such Tender Date or any later date, the short-term rating assigned by it Trustee shall pay or cause to be paid such amounts to the BondsBank as promptly as possible, but in any event by 12:00 noon Trustee's Time on any date the Trustee shall receive such amounts, so long as the Trustee shall have received such amounts by 11:00 a.m. Trustee's Time on that date.

Purchase Fund. The Purchase Fund shall be held by the Tender Agent shall establish Agent, and maintain upon receipt of the proceeds of a special fund designated as the “Purchase Fund,” and within such fund three separate accounts designated, respectively, as the “Liquidity Facility Deposit Account,” the “Remarketing Proceeds Account” and the “Borrower Purchase Account.” Upon the designation remarketing of two or more subseries of Bonds pursuant to Section 2.02EBonds, the Tender Agent shall establish deposit such money in the Remarketing Proceeds Account of the Purchase Fund for application to the Purchase Price of the Bonds. Upon receipt of monies from the Bank by the Trustee upon a draw by the Letter of Credit Custodian on the Letter of Credit to be used to purchase Bonds, and maintain a separate subaccount for each subseries within each transfer of such Account and funds to the Tender Agent, the Tender Agent shall deposit such money in the Letter of Credit Account of the Purchase Fund for application to and draw the Purchase Price of the Bonds. To the extent funds remain in the Purchase Fund after the Tender Agent has paid (or has reserved sufficient amounts for payment to) the respective Owners the Purchase Price for all Bonds then subject to purchase, the Tender Agent shall immediately pay such proceeds to the Bank to the extent of any amount owing to the Bank. On any Optional Tender Date or Mandatory Tender Date, the Tender Agent shall transfer on the applicable subaccount Register ownership of all receipts of the Bonds tendered or required to be tendered to the name of the purchaser thereof, including without limitation, registration of Bank Bonds in respect the name of the Bank or its nominee. From and all payments of after such dates, interest on such Bonds shall be payable solely to such purchaser. Its transferees or the successors thereto. Amounts held by the Tender Agent to pay the Purchase Price of the Bonds of the subseries for which such subaccount is established. The money in the Purchase Fund shall be held uninvested or shall be invested in trust Government Obligations and which in either case may be liquidated at the original principal amount thereof on no more than one Business Day's prior notice. Amounts held to pay the Purchase Price for more than five (5) years shall be applied solely as provided in this Section. The Tender Agent shall deposit all moneys delivered to it hereunder for the purchase of Bonds into the Remarketing Proceeds Account and shall hold all such moneys in trust for the exclusive benefit of the Person that shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to it for the account of such Person and, thereafter, for the benefit of the Bondholders tendering such Bonds. The Tender Agent shall deposit all moneys delivered to it hereunder from a payment by or on behalf of any Liquidity Facility Provider for the purchase of Bonds into the Liquidity Facility Deposit Account and shall hold all such moneys in trust for the exclusive benefit of such Liquidity Facility Provider until the Bonds purchased with such moneys shall have been delivered to or for the account of such Liquidity Facility Provider and, after such delivery, the Tender Agent shall hold such funds exclusively for the benefit of the Bondholders tendering such Bonds. The Tender Agent shall deposit all moneys delivered to it hereunder from a payment by or on behalf of the Borrower for the purchase of Bonds into the Borrower Purchase Account and shall hold all such moneys in trust for the exclusive benefit of the Borrower until the Bonds purchased with such moneys shall have been delivered to or for the account of the Borrower and, after such delivery, the Tender Agent shall hold such funds exclusively for the benefit of the Bondholders tendering such Bonds. Moneys in the Liquidity Facility Deposit Account, the Remarketing Proceeds Account and the Borrower Purchase Account shall not be commingled with other funds held by the Tender Agent and shall remain uninvested. Neither the Issuer nor the Borrower shall have any right, title or interest in or to any moneys held in the Purchase Fund. Whenever the Tender Agent is not a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds similar to under Section 9.10(b), Title 1, U.S. Code of Federal Regulations, then the Tender Agent shall maintain the Purchase Fund at such a depository institution subject to such regulations, or at a depository institution the short-term obligations of which are rated by each Rating Agency no lower than the short-term rating assigned by it to the Bonds.10.03 hereof