Common use of Purchase of Tendered Bonds Clause in Contracts

Purchase of Tendered Bonds. (a) In performing its duties hereunder, the Remarketing Agent or the Tender Agent, as the case may be, shall act as a conduit and not be considered to be purchasing Bonds or beneficial interests in Bonds for its own account and, in the absence of written notification from the Trustee, shall be entitled to assume that any Bond tendered or deemed tendered to the Tender Agent, or any beneficial interest in any Bond tendered or deemed tendered to the Remarketing Agent, for purchase is entitled under this Indenture to be so purchased. No acceptance of Bonds by the Tender Agent hereunder, and no acceptance of a direction to tender beneficial interests in Bonds by the Remarketing Agent hereunder, shall effect any merger or discharge of the indebtedness of the Corporation evidenced by the Bonds. The Tender Agent shall accept all Bonds properly tendered to it for purchase, and the Remarketing Agent shall accept all properly given directions to tender beneficial interests in Bonds, in accordance with the provisions of the Bonds as set forth in this Indenture; provided, however, that the Tender Agent shall not accept any Bonds tendered, and the Remarketing Agent shall not accept any directions to tender any beneficial interests in any Bonds, if at the time of the tender the principal of the Bonds of the related Series shall have been accelerated pursuant to Section 8.02 of this Indenture. (b) The Remarketing Agent shall establish a separate and segregated trust fund to be designated the “Provena Foods Inc. Variable/Fixed Rate Demand Bonds-Purchase Fund” (the “Purchase Fund”). Upon the issuance of a Series of Bonds, the Remarketing Agent shall establish within the Purchase Fund, with respect to such Series of Bonds, a separate and segregated trust account to be designated the “Provena Foods Inc. Variable/Fixed Rate Demand Bonds-Series [Series Designation] Purchase Account (the “Series Purchase Account”). The Remarketing Agent shall hold all moneys delivered to it for the purchase of beneficial interests in Bonds of a Series in the related Series Purchase Account in trust and without investment, solely for the benefit of the persons delivering such moneys, until the beneficial interests in such Bonds purchased with such moneys have been designated by the Remarketing Agent as being held for the account of such persons. In the event that the Bonds of a Series are no longer held in a book-entry-only system, the Tender Agent shall establish and hold the Purchase Fund and the Series Purchase Accounts. The Tender Agent shall hold all Bonds of a Series delivered to it in trust for the benefit of the respective Owners of Bonds delivering such Bonds until moneys representing the purchase price of such Bonds have been delivered to or for the account of such Owners of Bonds. The Tender Agent shall hold all moneys delivered to it for the purchase of Bonds of a Series in the related Series Purchase Account in trust and without investment, solely for the benefit of the persons delivering such moneys, until the Bonds purchased with such moneys have been delivered to or for the account of such persons. The agent then holding the Purchase Fund (i.e., the Remarketing Agent or the Tender Agent, as the case may be), shall withdraw sufficient funds from the appropriate Series Purchase Account to pay the purchase price of tendered beneficial interests in Bonds or Bonds of such Series, as the case may be, as the same becomes due and payable. (c) While the Bonds of a Series are held in a book-entry-only system, beneficial interests in the Bonds of such Series may be optionally tendered (or, if the Bonds of such Series are no longer held in a book-entry-only system, the Bonds of such Series may be optionally tendered) for purchase during a Daily Rate Period or a Floating Rate Period with respect to such Series, and shall be deemed tendered for purchase on each Conversion Date, Adjustable Rate Reset Date and the Substitution Date with respect to such Series, as set forth in Sections 2.02 and 4.05(c) hereof and the forms of Bonds contained in Section 2.03 hereof.

Purchase of Tendered Bonds. (a) In performing its duties hereunder, Tendered Bonds shall be purchased from the Remarketing Agent or Owners thereof on the Tender Agent, as Date at the case may be, Tender Price which shall act as a conduit and not be considered to be purchasing Bonds or beneficial interests in Bonds for its own account and, payable solely from the following sources in the absence order of written notification from the Trustee, shall be entitled to assume that any Bond tendered or deemed tendered to the Tender Agent, or any beneficial interest in any Bond tendered or deemed tendered to the priority listed: (1) Remarketing Agent, for purchase is entitled under this Indenture to be so purchased. No acceptance of Bonds by the Tender Agent hereunder, and no acceptance Proceeds; (2) proceeds of a direction payment under the Credit Facility to tender beneficial interests in Bonds by the Remarketing Agent hereunder, shall effect purchase such Tendered Bonds; (3) Available Moneys from any merger or discharge of the indebtedness of the Corporation evidenced by the Bonds. The Tender Agent shall accept all Bonds properly tendered to it for purchase, and the Remarketing Agent shall accept all properly given directions to tender beneficial interests in Bonds, in accordance with the provisions of the Bonds as set forth in this Indentureother source; provided, however, that the Tender Agent shall not accept and (4) moneys from any Bonds tendered, and the Remarketing Agent shall not accept any directions to tender any beneficial interests in any Bonds, if at the time of the tender the principal of the Bonds of the related Series shall have been accelerated pursuant to Section 8.02 of this Indentureother source. (b) The Remarketing Agent shall establish a separate and segregated trust fund to be designated the “Provena Foods Inc. Variable/Fixed Rate Demand Bonds-Purchase Fund” (the “Purchase Fund”). Upon the issuance of a Series of BondsOn each Tender Date, the Remarketing Agent shall establish within the Purchase Fund, with respect to such Series of Bonds, a separate and segregated trust account to be designated the “Provena Foods Inc. Variable/Fixed Rate Demand Bonds-Series [Series Designation] Purchase Account (the “Series Purchase Account”). The Remarketing Agent shall hold all moneys delivered to it for the purchase of beneficial interests in Bonds of a Series in the related Series Purchase Account in trust and without investment, solely for the benefit of the persons delivering such moneys, until the beneficial interests in such Bonds purchased with such moneys have been designated out of Remarketing Proceeds shall be delivered and registered as directed by the Remarketing Agent pursuant to Section 306(a) hereof. (c) The Tender Agent shall pay the Tender Price for each Tendered Bond prior to the Tender Agent's close of business on the Tender Date only after receipt of such Bond, properly endorsed in blank, together with a signature guaranty (together with, in the case of any Bond with a specified Tender Date prior to an Interest Payment Date and after the related Record Date, a due-xxxx check in form satisfactory to the Tender Agent for interest due on such Bond on such Interest Payment Date). Payment of the Tender Price of any Bond tendered for purchase shall be made: (1) by check or draft mailed to the Owner thereof at the Owner's address as being held it appears on the Bond Register or at such other address as is furnished to the Tender Agent in writing by such Owner; or (2) in the case of the purchase from an Owner of $1,000,000 or more in aggregate principal amount of Bonds, by wire transfer to such Owner upon written notice from such Owner containing the wire transfer address (which shall be in the continental United States) to which such Owner wishes to have such wire directed which written notice accompanies such Owner's Notice of Election to Tender Bonds. (d) The Trustee shall take the following actions with respect to Tendered Bonds: (1) with respect to Bonds which have been remarketed and for which the Tender Agent has received payment, on the written advice of the Remarketing Agent, authenticate said Bonds in the names of the purchasers thereof and in the appropriate denominations, and deliver said Bonds to the Remarketing Agent upon the Tender Agents receipt of payment therefor; (2) with respect to Tendered Bonds which have not been remarketed and which are to be purchased by the Borrower and pledged to the Credit Enhancer pursuant to the Bond Pledge Agreement, register said Bonds as owned by the Borrower and pledged to the Credit Enhancer and hold such Bonds as agent and bailee for the account Credit Enhancer in accordance with the terms of the Bond Pledge Agreement; and (3) with respect to all Bonds which have been physically tendered, cancel such personscertificates. In Tendered Bonds which have been purchased by the event that Trustee on behalf of the Bonds Borrower shall be registered in the name of a Series are no longer the Borrower subject to the security interest of the Credit Enhancer, and held on behalf of the Credit Enhancer. (e) Notwithstanding anything in a book-entry-only systemthis Indenture to the contrary, the Tender Agent shall establish and hold the Purchase Fund and the Series Purchase Accounts. The Tender Agent shall hold all Bonds of a Series delivered to it in trust for the benefit of the respective Owners of Bonds delivering such Bonds until moneys representing the purchase price of such Bonds have been delivered to or for the account of such Owners of Bonds. The Tender Agent shall hold all moneys delivered to it for the purchase of Bonds of a Series in the related Series Purchase Account in trust and without investment, solely for the benefit of the persons delivering such moneys, until the Bonds purchased with such moneys have been delivered to or for the account of such persons. The agent then holding the Purchase Fund (i.e., the Remarketing Agent or pay the Tender Agent, as the case may be), shall withdraw sufficient funds from the appropriate Series Purchase Account to pay the purchase price of tendered beneficial interests in Bonds or Bonds of such Series, as the case may be, as the same becomes due and payable. (c) While the Bonds of a Series are held in a book-entry-only system, beneficial interests in the Bonds of such Series may be optionally tendered (or, if the Bonds of such Series are no longer held in a book-entry-only system, the Bonds of such Series may be optionally tendered) for purchase during a Daily Rate Period or a Floating Rate Period Price with respect to an Undelivered Bond only upon the actual receipt of such SeriesBond, and such Tender Price shall be deemed tendered for purchase on each Conversion equal to the par amount of such Bond plus accrued interest to the Tender Date, Adjustable Rate Reset Date . An Undelivered Bond shall not be considered Outstanding pursuant to this Indenture and shall not be secured by the Substitution Date with respect to such Series, as set forth in Sections 2.02 and 4.05(c) hereof and the forms of Bonds contained in Section 2.03 hereofCredit Facility.

Purchase of Tendered Bonds. (a) In performing its their duties hereunderunder this Indenture, the Tender Agent and the Remarketing Agent or the Tender Agent, as the case may be, shall act as a conduit agents of the persons to whom purchased Bonds are to be delivered pursuant to Section 3.10, of persons tendering such Bonds and of the Company and shall not be considered to be purchasing Bonds or beneficial interests in Bonds for its their own account and, in the absence of written notification from the TrusteeTrustee to the contrary, shall be entitled to assume that any Bond tendered or deemed tendered to the Remarketing Agent or the Tender Agent, or any beneficial interest in any Bond tendered or deemed tendered to the Remarketing Agent, Agent for purchase is entitled under this the Indenture to be so purchased. No acceptance of Bonds by the Tender Agent hereunder, and no acceptance of a direction to tender beneficial interests in Bonds by or the Remarketing Agent hereunder, under this Indenture shall effect any merger or discharge of the indebtedness of the Corporation Issuer evidenced by the Bonds. The Tender Agent shall accept all Bonds properly tendered to it for purchase, and the Remarketing Agent shall accept all Bonds properly given directions to tender beneficial interests in Bonds, tendered for purchase in accordance with the provisions of the Bonds and as set forth in this Indenture; provided, however, that the Tender Agent shall not accept any Bonds tendered, and the Remarketing Agent shall not accept any directions to tender any beneficial interests in any Bonds, if at the time of the tender the principal of the Bonds of the related Series shall have been accelerated pursuant to Section 8.02 of this Indenture. (b) The Remarketing During any period that no Book-Entry System for the Bonds is in effect, a Tender Agent shall establish a separate and segregated trust fund to be designated appointed as provided in Section 7.11. Immediately upon the “Provena Foods Inc. Variable/Fixed Rate Demand Bonds-Purchase Fund” (the “Purchase Fund”). Upon the issuance of a Series of Bonds, the Remarketing Agent shall establish within the Purchase Fund, with respect to such Series of Bonds, a separate and segregated trust account to be designated the “Provena Foods Inc. Variable/Fixed Rate Demand Bonds-Series [Series Designation] Purchase Account (the “Series Purchase Account”). The Remarketing Agent shall hold all moneys delivered to it for the purchase of beneficial interests in Bonds of a Series in the related Series Purchase Account in trust and without investment, solely for the benefit of the persons delivering such moneys, until the beneficial interests in such Bonds purchased with such moneys have been designated by the Remarketing Agent as being held for the account effectiveness of such persons. In the event that the Bonds of a Series are no longer held in a book-entry-only systemappointment, the Tender Agent shall establish a special trust fund designated as the "The Mecklenburg County Industrial Facilities and hold Pollution Control Financing Authority Industrial Development Revenue Bonds, Series 1995 (Grifxxxx Xxxro Science, Inc. Project)--Purchase Fund" (the "Purchase Fund and the Series Purchase AccountsFund"). The Tender Agent shall hold all Bonds of a Series delivered to it in trust for the exclusive benefit of the respective Owners of Bonds delivering tendering such Bonds for sale until moneys representing the purchase price of such Bonds have been delivered to or for the account of such Owners of BondsBondholders. The Tender Agent shall hold all moneys delivered to it for the purchase of Bonds of a Series in the related Series Purchase Account Fund in trust and without investmenttrust, solely for the benefit of the persons delivering such moneys, moneys until the Bonds purchased with such moneys have been delivered to or for the account of such persons38 persons and thereafter solely for the benefit of the persons entitled to such moneys. The agent then holding Moneys held in the Purchase Fund (i.e., shall not be invested. The Issuer and the Remarketing Agent or Trustee hereby authorize and direct the Tender Agent, as the case may be), shall Agent to withdraw sufficient funds from the appropriate Series Purchase Account Fund to pay the purchase price of tendered beneficial interests in Bonds or Bonds of such Series, as the case may be, as the same becomes due and payable, which authorization and direction the Tender Agent accepts. (c) While During any period the Bonds of a Series are held in a bookBook-entry-only systemEntry System, beneficial interests the purchase price of tendered Bonds (i) if derived from the source described in Section 3.09(a), shall be paid on the Bonds tender date by the Remarketing Agent from moneys received from the purchaser of the remarketed Bonds, and (ii) if derived from any of the sources described in Section 3.09(b) or 309(c), shall be paid on the tender date by the Trustee from moneys drawn on the Letter of Credit or received from the Company. Moneys received and held by the Remarketing Agent shall be held uninvested in separate accounts according to the source of such Series may be optionally tendered (or, if the Bonds of such Series are no longer held in a book-entry-only system, the Bonds of such Series may be optionally tendered) for purchase during a Daily Rate Period or a Floating Rate Period with respect to such Series, and shall be deemed tendered for purchase on each Conversion Date, Adjustable Rate Reset Date and the Substitution Date with respect to such Series, as set forth in Sections 2.02 and 4.05(c) hereof and the forms of Bonds contained in Section 2.03 hereofmoneys.

Purchase of Tendered Bonds. (a) In performing its duties hereunder, Tendered Bonds shall be purchased from the Remarketing Agent or Owners thereof on the Tender Agent, as Date at the case may be, Tender Price which shall act as a conduit and not be considered to be purchasing Bonds or beneficial interests in Bonds for its own account and, payable solely from the following sources in the absence order of written notification from the Trustee, shall be entitled to assume that any Bond tendered or deemed tendered to the Tender Agent, or any beneficial interest in any Bond tendered or deemed tendered to the priority listed: (1) Remarketing Agent, for purchase is entitled under this Indenture to be so purchased. No acceptance of Bonds by the Tender Agent hereunder, and no acceptance Proceeds; (2) proceeds of a direction payment under the Credit Facility to tender beneficial interests in Bonds by the Remarketing Agent hereunder, shall effect purchase such Tendered Bonds; (3) Available Moneys from any merger or discharge of the indebtedness of the Corporation evidenced by the Bonds. The Tender Agent shall accept all Bonds properly tendered to it for purchase, and the Remarketing Agent shall accept all properly given directions to tender beneficial interests in Bonds, in accordance with the provisions of the Bonds as set forth in this Indentureother source; provided, however, that the Tender Agent shall not accept and (4) moneys from any Bonds tendered, and the Remarketing Agent shall not accept any directions to tender any beneficial interests in any Bonds, if at the time of the tender the principal of the Bonds of the related Series shall have been accelerated pursuant to Section 8.02 of this Indentureother source. (b) The Remarketing Agent shall establish a separate and segregated trust fund to be designated the “Provena Foods Inc. Variable/Fixed Rate Demand Bonds-Purchase Fund” (the “Purchase Fund”). Upon the issuance of a Series of BondsOn each Tender Date, the Remarketing Agent shall establish within the Purchase Fund, with respect to such Series of Bonds, a separate and segregated trust account to be designated the “Provena Foods Inc. Variable/Fixed Rate Demand Bonds-Series [Series Designation] Purchase Account (the “Series Purchase Account”). The Remarketing Agent shall hold all moneys delivered to it for the purchase of beneficial interests in Bonds of a Series in the related Series Purchase Account in trust and without investment, solely for the benefit of the persons delivering such moneys, until the beneficial interests in such Bonds purchased with such moneys have been designated out of Remarketing Proceeds shall be delivered and registered as directed by the Remarketing Agent pursuant to Section 306(a) hereof. (c) The Tender Agent shall pay the Tender Price for each Tendered Bond prior to the Tender Agent's close of business on the Tender Date only after receipt of such Bond, properly endorsed in blank, together with a signature guaranty (together with, in the case of any Bond with a specified Tender Date prior to an Interest Payment Date and after the related Record Date, a due-xxxx check in form satisfactory to the Tender Agent for interest due on such Bond on such Interest Payment Date). Payment of the Tender Price of any Bond tendered for purchase shall be made: (1) by check or draft mailed to the Owner thereof at the Owner's address as being held it appears on the Bond Register or at such other address as is furnished to the Tender Agent in writing by such Owner; or (2) in the case of the purchase from an Owner of $1,000,000 or more in aggregate principal amount of Bonds, by wire transfer to such Owner upon written notice from such Owner containing the wire transfer address (which shall be in the continental United States) to which such Owner wishes to have such wire directed which written notice accompanies such Owner's Notice of Election to Tender Bonds. (d) The Trustee shall take the following actions with respect to Tendered Bonds: (1) with respect to Bonds which have been remarketed and for which the Tender Agent has received payment, on the written advice of the Remarketing Agent, authenticate said Bonds in the names of the purchasers thereof and in the appropriate denominations, and deliver said Bonds to the Remarketing Agent upon the Tender Agent's receipt of payment therefor; (2) with respect to Tendered Bonds which have not been remarketed and which are to be purchased by the Borrower and pledged to the Credit Enhancer pursuant to the Bond Pledge Agreement, register said Bonds as owned by the Borrower and pledged to the Credit Enhancer and hold such Bonds as agent and bailee for the account Credit Enhancer in accordance with the terms of the Bond Pledge Agreement; and (3) with respect to all Bonds which have been physically tendered, cancel such personscertificates. In Tendered Bonds which have been purchased by the event that Trustee on behalf of the Bonds Borrower shall be registered in the name of a Series are no longer the Borrower subject to the security interest of the Credit Enhancer, and held on behalf of the Credit Enhancer. (e) Notwithstanding anything in a book-entry-only systemthis Indenture to the contrary, the Tender Agent shall establish and hold the Purchase Fund and the Series Purchase Accounts. The Tender Agent shall hold all Bonds of a Series delivered to it in trust for the benefit of the respective Owners of Bonds delivering such Bonds until moneys representing the purchase price of such Bonds have been delivered to or for the account of such Owners of Bonds. The Tender Agent shall hold all moneys delivered to it for the purchase of Bonds of a Series in the related Series Purchase Account in trust and without investment, solely for the benefit of the persons delivering such moneys, until the Bonds purchased with such moneys have been delivered to or for the account of such persons. The agent then holding the Purchase Fund (i.e., the Remarketing Agent or pay the Tender Agent, as the case may be), shall withdraw sufficient funds from the appropriate Series Purchase Account to pay the purchase price of tendered beneficial interests in Bonds or Bonds of such Series, as the case may be, as the same becomes due and payable. (c) While the Bonds of a Series are held in a book-entry-only system, beneficial interests in the Bonds of such Series may be optionally tendered (or, if the Bonds of such Series are no longer held in a book-entry-only system, the Bonds of such Series may be optionally tendered) for purchase during a Daily Rate Period or a Floating Rate Period Price with respect to an Undelivered Bond only upon the actual receipt of such SeriesBond, and such Tender Price shall be deemed tendered for purchase on each Conversion equal to the par amount of such Bond plus accrued interest to the Tender Date, Adjustable Rate Reset Date . An Undelivered Bond shall not be considered Outstanding pursuant to this Indenture and shall no longer be secured by the Substitution Date with respect to such Series, as set forth in Sections 2.02 and 4.05(c) hereof and the forms of Bonds contained in Section 2.03 hereofCredit Facility.