Common use of Qualifications of Tender Agent Clause in Contracts

Qualifications of Tender Agent. The Tender Agent shall be an entity which is authorized by law to perform all the duties imposed upon it by this Indenture. The Tender Agent may at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least sixty (60) days’ notice to the Issuer, the Bank, the Borrower, and the Trustee. The Tender Agent may be removed at any time, at the direction of the Borrower, with the prior written consent of the Bank, by an instrument, signed by the Issuer, filed with the Tender Agent, the Bank, the Remarketing Agent and the Trustee. In the event of the resignation or removal of the Tender Agent, the Tender Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor or, if there be no successor, to the Trustee. In the event that the Issuer shall fail to appoint a Tender Agent hereunder, or in the event that the Tender Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Tender Agent shall be taken under the control of any state or Federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Issuer shall not have appointed its successor as Tender Agent, the Borrower, with the consent of the Bank shall appoint a successor Tender Agent and until a successor Tender Agent is appointed the Trustee but only upon its receipt of actual notice of such resignation, removal or dissolution shall ipso facto be deemed to be the Tender Agent for all purposes of this Indenture.

Qualifications of Tender Agent. (a) The Tender Agent shall be an entity which a bank or trust company duly organized under the laws of the United States of America or any state or territory thereof, having a combined capital stock, surplus and undivided profits of at least Fifty Million Dollars ($50,000,000) or that is a wholly-owned subsidiary of such a bank or trust company, and authorized by law to perform all the duties imposed upon it by this IndentureIndenture and shall be rated, or its main banking affiliate or parent entity shall be rated, at least Baa3/P-3 by Moody's if the Bonds are then rated by Moody's, or has received written evidence from Moody's that the use of such Tender Agent would not result in a reduction or withdrawal of the rating on the Bonds. The Tender Agent may at any time resign and be discharged of the its duties and obligations created by this Indenture by giving at least sixty (60) days’ ' notice to the IssuerAuthority, the Trustee, the Remarketing Agent, the Bank, and the BorrowerCompany; provided that such resignation shall not take effect until the appointment of a successor Tender Agent, and in accordance with the Trusteeprovisions hereof. The Upon the written approval of the Bank, the Tender Agent may be removed at any timetime by the Company upon written notice to the Authority, at the direction Trustee and the Remarketing Agent; provided that such removal shall not take effect until the appointment of a successor Tender Agent, and in accordance with the Borrowerprovisions hereof. Successor Tender Agents may be appointed from time to time by the Company, with the prior written consent of the Bank, by an instrument, signed by the Issuer, filed with the Tender Agent, the Bank, the Remarketing Agent and the Trustee. In the event of . (b) Upon the resignation or removal of the Tender Agent, the Tender Agent shall pay over, assign and deliver any Bonds and moneys and Bonds held by it in such capacity to its successor or, if there be no successor, to the Trustee. In the event that the Issuer shall fail to appoint a Tender Agent hereunder, or in the event that the Tender Agent shall resign or be removed, or be dissolved, or if the property or affairs of the . (c) The Tender Agent shall be taken under entitled to the control of any state or Federal court or administrative body because of bankruptcy or insolvency, or for any other reason, same rights and the Issuer shall not have appointed its successor as Tender Agent, the Borrower, with the consent of the Bank shall appoint a successor Tender Agent and until a successor Tender Agent is appointed immunities provided to the Trustee but only upon its receipt of actual notice of such resignation, removal or dissolution shall ipso facto be deemed to be the Tender Agent for all purposes of under this IndentureArticle IX.

Qualifications of Tender Agent. The Tender Agent shall be a commercial bank or trust company with trust powers with a principal office, or an entity which is affiliate with a principal office, in New York, New York, having a combined capital and surplus of at least $50,000,000 and authorized by law to perform all the duties imposed upon it by this Indenture. The Tender Agent shall be an affiliate of the Trustee (unless the Trustee is the Tender Agent) unless the Trustee has no affiliate meeting the requirements of the first sentence of this Section, in which case the selection of the Tender Agent shall be subject to the approval of the Credit Bank. The Tender Agent initially appointed hereunder, in the event that the Bonds cease to be in a Book-Entry System, is Bankers Trust Company of California, N.A. The Tender Agent may at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least sixty thirty (6030) days’ ' notice to the IssuerTrustee, the Bank, the Borrower, Issuer and the TrusteeCredit Bank. The Tender Agent may be removed at any time, at with the direction approval of the Borrower, with the prior written consent of the Credit Bank, by an instrument, instrument signed by the Issuer, Trustee and filed with the Tender Agent, the Bank, the Remarketing Agent and the TrusteeIssuer. In the event of the resignation or removal of the Tender Agent, the Tender Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity capacity, and shall deliver all books and records relating thereto, to its successor or, if there be no successor, to the Trustee. In the event that the Issuer shall fail to appoint a Tender Agent hereunder, or in the event that the initial Tender Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Tender Agent shall be taken under the control of any state or Federal federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Issuer shall not have appointed its successor as Tender Agent, the BorrowerTrustee, with notwithstanding the consent provisions of the Bank first paragraph of this Section 9.17, shall appoint a successor Tender Agent and until a successor Tender Agent is appointed the Trustee but only upon its receipt of actual notice of such resignation, removal or dissolution shall ipso facto be deemed to be the Tender Agent for all purposes of this IndentureIndenture until the appointment by the Trustee of the Tender Agent or a successor Tender Agent, as the case may be, notwithstanding the fact that the Trustee may not meet the qualifications set forth in the first paragraph of this Section 9.17. The Tender Agent shall pay to tendering Bondholders the Purchase Price of any Bonds for which it has received a Tender Notice and which have not been remarketed pursuant to Section 3.07 hereof, but solely from amounts received pursuant to a draw under the Letter of Credit; and the Tender Agent shall pay to tendering Bondholders the Purchase Price of any Bonds for which it has received a Tender Notice and which have been remarketed pursuant to Section 3.07 hereof, but solely from amounts received from the Remarketing Agent. Insofar as such provisions may be applicable, the Tender Agent shall enjoy the same protective provisions in the performance of its duties hereunder with respect to the Trustee. The Tender Agent shall perform such duties, and only such duties, as are specifically set forth in this Indenture and the Agreement and no implied duties or covenants shall be read into this Indenture or the Agreement against the Tender Agent.