Common use of The Tender Agent Clause in Contracts

The Tender Agent. (a) The Tender Agent shall be Star Bank, N.A., having its Principal Office at Cincinnati, Ohio. The Company on behalf of the Issuer shall appoint any successor Tender Agent for the Bonds, as necessary, subject to the conditions set forth in Section 12.02(b) hereof. Any successor Tender Agent shall designate its Principal Office and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Trustee, the Issuer and the Credit Facility Issuer in which the Tender Agent will agree, particularly: (i) to hold all Bonds delivered to it pursuant to Section 3.01 hereof, as agent and bailee of, and in escrow for the benefit of, the respective owners thereof until moneys representing the purchase price of such Bonds shall have been delivered to or for the account of or to the order of such owners; (ii) to hold all moneys (without investment thereof) delivered to it hereunder for the purchase of Bonds pursuant to Section 3.01 hereof as agent and bailee of, and in escrow for the benefit of, the person or entity which shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to or for the account of such person or entity; (iii) to hold Bonds for the account of the Issuer as contemplated by Section 3.04(a)(iii) hereof; (iv) to hold Bonds purchased pursuant to Section 3.01 with moneys representing the proceeds of a drawing under the Credit Facility to be held pursuant to Section 3.05 as agent and bailee; and (v) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Trustee and the Issuer at all reasonable times. (b) The Tender Agent shall be a corporation duly organized under the laws of the United States of America or any state or territory thereof, and, if the Bonds are rated by Moody's and, if not a bank or trust company, rated at least Baa3/P3 or otherwise qualified by Moody's, having a combined capital and surplus of at least $20,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully guaranteed by a corporation organized and doing business under the laws of the United States, and State or Territory thereof or of the District of Columbia, that has 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 may at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 60 days' notice to the Trustee, the Issuer, the Credit Facility Issuer and the Remarketing Agent. In the event that the Company on behalf of the Issuer shall fail to appoint a successor Tender Agent, upon the resignation or removal of the Tender Agent, the Trustee shall either appoint a Tender Agent or itself act as Tender Agent until the appointment of a successor Tender Agent. The Tender Agent may be removed at any time by an instrument signed by the Company on behalf of the Issuer, filed with the Trustee, the Remarketing Agent and the Credit Facility Issuer, if any. In the event of the resignation or removal of the Tender Agent, the Tender Agent shall deliver any Bonds and moneys held by it in such capacity to its successor or, if there is no successor, to the Trustee.

The Tender Agent. (a) The Issuer hereby appoints First Union National Bank as Tender Agent shall be Star Bankunder this Indenture, N.A.which agent has a corporate trust office in Charlotte, having its Principal Office at Cincinnati, OhioNorth Carolina. The Company on behalf of the Issuer shall appoint Tender Agent and any successor Tender Agent for Agent, by execution hereof in the Bondscase of the Trustee simultaneously serving as Tender Agent, as necessary, subject or by other written instrument delivered to the conditions set forth in Section 12.02(b) hereof. Any successor Tender Agent Issuer, the Trustee and the Borrower, shall designate its Principal Office and signify its acceptance of accept the duties and obligations imposed upon on it hereunder by a written instrument of acceptance delivered to the Trustee, the Issuer and the Credit Facility Issuer in which the Tender Agent will agree, particularly: (i) to hold all Bonds delivered to it pursuant to Section 3.01 hereof, as agent and bailee of, and in escrow for the benefit of, the respective owners thereof until moneys representing the purchase price of such Bonds shall have been delivered to or for the account of or to the order of such owners; (ii) to hold all moneys (without investment thereof) delivered to it hereunder for the purchase of Bonds pursuant to Section 3.01 hereof as agent and bailee of, and in escrow for the benefit of, the person or entity which shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to or for the account of such person or entity; (iii) to hold Bonds for the account of the Issuer as contemplated by Section 3.04(a)(iii) hereof; (iv) to hold Bonds purchased pursuant to Section 3.01 with moneys representing the proceeds of a drawing under the Credit Facility to be held pursuant to Section 3.05 as agent and bailee; and (v) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Trustee and the Issuer at all reasonable timesthis Indenture. (b) The Tender Agent shall be a corporation duly organized under the laws of the United States of America or any state or territory thereof, and, if the Bonds are rated by Moody's and, if not a bank or trust company, rated at least Baa3/P3 or otherwise qualified by Moody's, having a combined capital and surplus of at least $20,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully guaranteed by a corporation organized and doing business under the laws of the United States, and State or Territory thereof or of the District of Columbia, that has 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 may If at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least Tender Agent is unable or unwilling to act as Tender Agent, the Tender Agent, upon 60 days' prior written notice to the Issuer, the Trustee, the Issuer, the Credit Facility Issuer Remarketing Agent and the Remarketing Agent. In the event Borrower, may resign; provided, however, that the Company on behalf of the Issuer in no case shall fail to appoint a successor Tender Agent, upon the such resignation or removal of the Tender Agent, the Trustee shall either appoint a Tender Agent or itself act as Tender Agent become effective until the appointment of a successor Tender Agent. The Tender Agent may be removed at any time by an instrument signed by the Company on behalf Borrower with the consent of the Issuer, filed with by written notice signed by the Borrower delivered to the Trustee, the Remarketing Agent and Agent, the Credit Facility Issuer, if anyIssuer and the Tender Agent. In the event of the Upon resignation or removal of the Tender Agent, the Borrower with the consent of the Issuer shall appoint a substitute Tender Agent; provided, however, that in no case shall such removal become effective until the appointment of a successor Tender Agent. The successor or substitute Tender Agent shall deliver be an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws and the applicable laws of the State to exercise corporate trust powers and act as Bond Registrar hereunder, having a combined capital and surplus of at least $100,000,000, and subject to supervision or examination by Federal or state authority. If such association or corporation is not a commercial bank or trust company, it shall also have a rating by Moody's (if the Bonds are then rated by Moody's) of Baa 3/P-3 or higher, or by S&P (if the Bonds are then rated by S&P) of BBB/A3 or higher or shall otherwise be approved in writing by Moody's or S&P, as the case may be. If such association or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this SECTION 1202, the combined capital and surplus of such association or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (c) In the event the Borrower shall fail to appoint a successor Tender Agent upon the resignation or removal of the Tender Agent or upon its dissolution, insolvency or bankruptcy, the Trustee may at its discretion, but is not required to, act as Tender Agent until the appointment of a successor Tender Agent in accordance with this SECTION 1202. (d) The Tender Agent shall have no responsibility with respect to the source of any funds provided to it for the purpose of paying the purchase price of the Bonds. The Tender Agent shall have no responsibility to determine the amount representing accrued interest which may be payable in connection with the purchase of the Bonds and moneys held may rely conclusively on the computation of such accrued interest by it the Trustee pursuant to the Indenture. The Tender Agent shall have no obligation to expend its own funds in connection with any such capacity purchase, and shall have no obligation to its successor or, if there is no successorpay the purchase price in any type of funds other than that received by the Tender Agent for such purpose as aforesaid. (e) The Borrower shall, to the Trusteefullest extent permitted by law, indemnify and hold the Tender Agent harmless from any and all liability, losses, damages, costs and expenses of any nature (including interest and reasonable counsel fees and disbursements) arising out of or in connection with its duties, or those of its employees or agents arising from their performance under this Agreement and the Indenture, except for liabilities, losses, damages, costs, expenses and fees arising out of the gross negligence or willful misconduct of the Tender Agent or its employees or agents. (f) The Borrower shall pay the Tender Agent such fees and charges as shall be agreed upon between them from time to time. The Borrower shall reimburse the Tender Agent for all reasonable out-of-pocket expenses of the Tender Agent including, but not limited to counsel fees, special stationery, checks, postage, wire tender of funds, shipping, insurance, telecommunications and such other expenses associated with the giving of notices and messenger delivery.

The Tender Agent. (a) The Issuer hereby appoints First Union National Bank of Virginia as Tender Agent shall be Star Bankunder this Indenture, N.A.which agent has a corporate trust office in Richmond, having its Principal Office at Cincinnati, OhioVirginia. The Company on behalf of the Issuer shall appoint Tender Agent and any successor Tender Agent for the BondsAgent, as necessary, subject by written instrument delivered to the conditions set forth in Section 12.02(b) hereof. Any successor Tender Agent Issuer, the Trustee and the Borrower, shall designate its Principal Office and signify its acceptance of accept the duties and obligations imposed upon on it hereunder by a written instrument of acceptance delivered to the Trustee, the Issuer and the Credit Facility Issuer in which the Tender Agent will agree, particularly: (i) to hold all Bonds delivered to it pursuant to Section 3.01 hereof, as agent and bailee of, and in escrow for the benefit of, the respective owners thereof until moneys representing the purchase price of such Bonds shall have been delivered to or for the account of or to the order of such owners; (ii) to hold all moneys (without investment thereof) delivered to it hereunder for the purchase of Bonds pursuant to Section 3.01 hereof as agent and bailee of, and in escrow for the benefit of, the person or entity which shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to or for the account of such person or entity; (iii) to hold Bonds for the account of the Issuer as contemplated by Section 3.04(a)(iii) hereof; (iv) to hold Bonds purchased pursuant to Section 3.01 with moneys representing the proceeds of a drawing under the Credit Facility to be held pursuant to Section 3.05 as agent and bailee; and (v) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Trustee and the Issuer at all reasonable timesthis Indenture. (b) The Tender Agent shall be a corporation duly organized under the laws of the United States of America or any state or territory thereof, and, if the Bonds are rated by Moody's and, if not a bank or trust company, rated at least Baa3/P3 or otherwise qualified by Moody's, having a combined capital and surplus of at least $20,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully guaranteed by a corporation organized and doing business under the laws of the United States, and State or Territory thereof or of the District of Columbia, that has 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 may If at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least Tender Agent is unable or unwilling to act as Tender Agent, the Tender Agent, upon 60 days' prior written notice to the Issuer, the Trustee, the Issuer, the Credit Facility Issuer Remarketing Agent and the Remarketing Agent. In the event Borrower, may resign; provided, however, that the Company on behalf of the Issuer in no case shall fail to appoint a successor Tender Agent, upon the such resignation or removal of the Tender Agent, the Trustee shall either appoint a Tender Agent or itself act as Tender Agent become effective until the appointment of a successor Tender Agent. The Tender Agent may be removed at any time by an instrument the Borrower with the consent of the Credit Facility Issuer and the Trustee, by written notice signed by the Company on behalf of the Issuer, filed with Borrower delivered to the Trustee, the Remarketing Agent and Agent, the Credit Facility Issuer, if anyIssuer and the Tender Agent. In the event of the Upon resignation or removal of the Tender Agent, the Borrower with the consent of the Issuer, the Credit Facility Issuer and the Trustee shall appoint a substitute Tender Agent; provided, however, that in no case shall such removal become effective until the appointment of a successor Tender Agent. (c) In the event the Borrower shall fail to appoint a successor Tender Agent shall deliver any Bonds and moneys held by it upon the resignation or removal of the Tender Agent or upon its dissolution, insolvency or bankruptcy, the Trustee may at its discretion, but is not required to, act as Tender Agent until the appointment of a successor Tender Agent in such capacity to its successor or, if there is no successor, to the Trusteeaccordance with this Section 1202.

The Tender Agent. (a) The Tender Agent shall be Star Bankthe Trustee, N.A., having its Principal Office at Cincinnati, Ohioor such other person as the Borrower may appoint meeting the requirements of this Section 429. The Company on behalf of the Issuer Borrower shall appoint any successor Tender Agent for the Bonds, as necessary, subject to the conditions set forth in subsection (b) of this Section 12.02(b) hereof429. Any successor Tender Agent which is not also the Trustee shall designate its Principal Office principal office and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Borrower and the Trustee, the Issuer and the Credit Facility Issuer in which the Tender Agent will agree, particularly: (i) : to hold all Bonds delivered to it pursuant to Section 3.01 hereofSections 422 and 423, as agent and bailee of, and in escrow for the benefit of, the respective owners thereof until moneys representing the purchase price of such Bonds shall have been delivered to or for the account of or to the order of such owners; (ii) ; to hold all moneys (without investment thereof) delivered to it hereunder for the purchase of Bonds pursuant to Section 3.01 hereof Sections 424 as agent and bailee of, and in escrow for the benefit of, the person or entity which shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to or for the account of such person or entity; (iii) ; to hold Bonds for the account of the Issuer Borrower as contemplated by subsection (a)(iii) of Section 3.04(a)(iii) hereof; (iv) to hold Bonds purchased pursuant to Section 3.01 with moneys representing the proceeds of a drawing under the Credit Facility to be held pursuant to Section 3.05 as agent 426; and bailee; and (v) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Trustee Borrower and the Issuer Trustee at all reasonable times. (b) . The Tender Agent shall be a corporation duly organized under the laws of the United States of America or any state or territory thereof, and, if the Bonds are rated by Moody's and, if not a bank or trust company, rated at least Baa3/P3 or otherwise qualified by Moody's, having a combined capital thereof and surplus of at least $20,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully guaranteed by a corporation organized and doing business under the laws of the United States, and State or Territory thereof or of the District of Columbia, that has a combined capital and surplus of at least $50,000,000) and shall be authorized by law to perform all the duties imposed upon it by this IndentureAgreement. The Tender Agent may at any time resign and be discharged of the duties and obligations created by this Indenture Agreement by giving at least 60 sixty (60) days' notice to the TrusteeBorrower, the Issuer, the Credit Facility Issuer Trustee and the Remarketing Agent. In the event that the Company on behalf of the Issuer Borrower shall fail to appoint a successor Tender Agent, upon the resignation or removal of the Tender Agent, the Trustee shall either appoint a Tender Agent or itself act as Tender Agent until the appointment of a successor Tender Agent. The Tender Agent may be removed at any time by an instrument signed by the Company on behalf of the IssuerBorrower, filed with the Trustee, the Remarketing Agent Issuer and the Credit Facility Issuer, if anyRemarketing Agent. In the event of the resignation or removal of the Tender Agent, the Tender Agent shall deliver any Bonds and moneys held by it in such capacity to its successor or, if there is no successor, to the Trustee. The Trustee shall, within thirty (30) days of the resignation or removal of the Remarketing Agent or the Tender Agent or the appointment of a successor Remarketing Agent or Tender Agent, give notice thereof by first class mail, postage prepaid, to the registered owners of the Bonds.

The Tender Agent. (a) The Tender Agent shall be Star The Huntington National Bank, N.A., having its Principal Office at Cincinnati00 Xxxxx Xxxx Xxxxxx, OhioXX 0000, Xxxxxxxx, Xxxx 00000. The Company on behalf of the Issuer shall appoint any successor Tender Agent for the BondsNotes, as necessary, subject to the conditions set forth in Section 12.02(b) hereof. Any successor Tender Agent shall designate its Principal Office and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Trustee, the Issuer and the Credit Facility Issuer in which the Tender Agent will agree, particularly: (i) to hold all Bonds Notes delivered to it pursuant to Section 3.01 hereof, as agent and bailee of, and in escrow for the benefit of, the respective owners thereof until moneys representing the purchase price of such Bonds Notes shall have been delivered to or for the account of or to the order of such owners; (ii) to hold all moneys (without investment thereof) delivered to it hereunder for the purchase of Bonds Notes pursuant to Section 3.01 hereof as agent and bailee of, and in escrow for the benefit of, the person or entity which shall have so delivered such moneys until the Bonds Notes purchased with such moneys shall have been delivered to or for the account of such person or entity; (iii) to hold Bonds Notes for the account of the Issuer as contemplated by Section 3.04(a)(iii) hereof; (iv) to hold Bonds Notes purchased pursuant to Section 3.01 with moneys representing the proceeds of a drawing under the Credit Facility to be held pursuant to Section 3.05 as agent and bailee; and (v) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Trustee and the Issuer at all reasonable times. (b) The Tender Agent shall be a corporation duly organized under the laws of the United States of America or any state or territory thereof, and, if the Bonds Notes are rated by Moody's Xxxxx'x and, if not a bank or trust company, company rated at least Baa3/P3 or otherwise qualified by Moody'sXxxxx'x, having a combined capital and surplus of at least $20,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully guaranteed by a corporation organized and doing business under the laws of the United States, and State or Territory thereof or of the District of Columbia, that has 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 may at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 60 days' notice to the Trustee, the Issuer, the Credit Facility Issuer and the Remarketing Agent. In the event that the Company on behalf of the Issuer shall fail to appoint a successor Tender Agent, upon the resignation or removal of the Tender Agent, the Trustee shall either appoint a Tender Agent or itself act as Tender Agent until the appointment of a successor Tender Agent. The Tender Agent may be removed at any time by an instrument signed by the Company on behalf of the Issuer, filed with the Trustee, the Remarketing Agent and the Credit Facility Issuer, if any. In the event of the resignation or removal of the Tender Agent, the Tender Agent shall deliver any Bonds Notes and moneys held by it in such capacity to its successor or, if there is no successor, to the Trustee.

The Tender Agent. (a) The Issuer hereby appoints as Tender Agent shall be Star under this Indenture First Union National Bank, N.A.which agent has a corporate trust office in Richmond, having its Principal Office at Cincinnati, OhioVirginia. The Company on behalf of the Issuer shall appoint Tender Agent and any successor Tender Agent for the BondsAgent, as necessary, subject by written instrument delivered to the conditions set forth in Section 12.02(b) hereof. Any successor Tender Agent Issuer, the Trustee and the Company, shall designate its Principal Office and signify its acceptance of accept the duties and obligations imposed upon on it hereunder by a written instrument of acceptance delivered to the Trustee, the Issuer and the Credit Facility Issuer in which the Tender Agent will agree, particularly: (i) to hold all Bonds delivered to it pursuant to Section 3.01 hereof, as agent and bailee of, and in escrow for the benefit of, the respective owners thereof until moneys representing the purchase price of such Bonds shall have been delivered to or for the account of or to the order of such owners; (ii) to hold all moneys (without investment thereof) delivered to it hereunder for the purchase of Bonds pursuant to Section 3.01 hereof as agent and bailee of, and in escrow for the benefit of, the person or entity which shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to or for the account of such person or entity; (iii) to hold Bonds for the account of the Issuer as contemplated by Section 3.04(a)(iii) hereof; (iv) to hold Bonds purchased pursuant to Section 3.01 with moneys representing the proceeds of a drawing under the Credit Facility to be held pursuant to Section 3.05 as agent and bailee; and (v) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Trustee and the Issuer at all reasonable timesthis Indenture. (b) The Tender Agent shall at all times be a corporation duly organized under the laws member of the United States National Association of America or any state or territory thereofSecurities Dealers, and, Inc. having a capitalization of at least Fifteen Million Dollars ($15,000,000) and a rating by Xxxxx'x (if the Bonds are then rated by Moody's and, if not Xxxxx'x) of Baa 3/P3 or higher or a national banking association of a bank or a trust company, rated at least Baa3/P3 or otherwise qualified by Moody's, company having a combined capital and surplus of at least $20,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully guaranteed by a corporation organized and doing business under the laws of the United States, and State or Territory thereof or of the District of Columbia, that has a combined capital and surplus of at least $50,000,000) and , in each case authorized by law to perform all the duties imposed upon it by this Indenture. The Tender Agent may its obligations hereunder. (c) If at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 60 Tender Agent is unable or unwilling to act as Tender Agent, the Tender Agent, upon sixty (60) days' prior written notice to the Issuer, the Trustee, the Issuer, the Credit Facility Issuer Remarketing Agent and the Remarketing Agent. In the event Company, may resign; provided, however, that the Company on behalf of the Issuer in no case shall fail to appoint a successor Tender Agent, upon the such resignation or removal of the Tender Agent, the Trustee shall either appoint a Tender Agent or itself act as Tender Agent become effective until the appointment of a successor Tender Agent. The Tender Agent may be removed at any time by an instrument the Company with the consent of the Issuer, by written notice signed by the Company on behalf of the Issuer, filed with delivered to the Trustee, the Remarketing Agent and Agent, the Credit Facility IssuerIssuer and the Tender Agent; provided, if anyhowever, that in no case shall such removal become effective until the appointment of a successor Xxxxxx Agent. In the event of the Upon resignation or removal of the Tender Agent, the Company, with the consent of the Issuer, shall appoint a substitute Tender Agent meeting the qualifications of Section 12.2(b) above. (d) In the event that the Company shall deliver any Bonds and moneys held by it fail to appoint a successor Tender Agent, upon the resignation or removal of the Tender Agent or upon its dissolution, insolvency or bankruptcy, the Trustee may at its discretion, but is not required to, act as Tender Agent until the appointment of a successor Tender Agent in such capacity to its successor or, if there is no successor, to the Trusteeaccordance with this Section 12.2.

The Tender Agent. (a) The Tender Agent shall be Star Bankthe Trustee, N.A., having its Principal Office at Cincinnati, Ohioor such other person as the Borrower may appoint meeting the requirements of this Section 429. The Company on behalf of the Issuer Borrower shall appoint any successor Tender Agent for the Bonds, as necessary, subject to the conditions set forth in subsection (b) of this Section 12.02(b) hereof429. Any successor Tender Agent which is not also the Trustee shall designate its Principal Office principal office and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the TrusteeBorrower, the Issuer and the Credit Facility Issuer Trustee in which the Tender Agent will agree, particularly: (i) : to hold all Bonds delivered to it pursuant to Section 3.01 hereofSections 422 and 423, as agent and bailee of, and in escrow for the benefit of, the respective owners thereof until moneys representing the purchase price of such Bonds shall have been delivered to or for the account of or to the order of such owners; (ii) ; to hold all moneys (without investment thereof) delivered to it hereunder for the purchase of Bonds pursuant to Section 3.01 hereof Sections 424 as agent and bailee of, and in escrow for the benefit of, the person or entity which shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to or for the account of such person or entity; (iii) ; to hold Bonds for the account of the Issuer Borrower as contemplated by subsection (a)(iii) of Section 3.04(a)(iii) hereof; (iv) to hold Bonds purchased pursuant to Section 3.01 with moneys representing the proceeds of a drawing under the Credit Facility to be held pursuant to Section 3.05 as agent 426; and bailee; and (v) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Trustee Borrower and the Issuer Trustee at all reasonable times. (b) . The Tender Agent shall be a corporation duly organized under the laws of the United States of America or any state or territory thereof, and, if the Bonds are rated by Moody's and, if not a bank or trust company, rated at least Baa3/P3 or otherwise qualified by Moody's, having a combined capital thereof and surplus of at least $20,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully guaranteed by a corporation organized and doing business under the laws of the United States, and State or Territory thereof or of the District of Columbia, that has a combined capital and surplus of at least $50,000,000) and shall be authorized by law to perform all the duties imposed upon it by this IndentureAgreement. The Tender Agent may at any time resign and be discharged of the duties and obligations created by this Indenture Agreement by giving at least 60 sixty (60) days' notice to the Borrower, the Trustee, the Issuer, the Credit Facility Issuer and the Remarketing Agent. In the event that the Company on behalf of the Issuer Borrower shall fail to appoint a successor Tender Agent, upon the resignation or removal of the Tender Agent, the Trustee shall either appoint a Tender Agent or itself act as Tender Agent until the appointment of a successor Tender Agent. The Tender Agent may be removed at any time by an instrument signed by the Company on behalf of the IssuerBorrower, filed with the Trustee, the Remarketing Agent and the Credit Facility Issuer, if any. In the event of the resignation or removal of the Tender Agent, the Tender Agent shall deliver any Bonds and moneys held by it in such capacity to its successor or, if there is no successor, to the Trustee. The Trustee shall, within thirty (30) days of the resignation or removal of the Remarketing Agent or the Tender Agent or the appointment of a successor Remarketing Agent or Tender Agent, give notice thereof by first class mail, postage prepaid, to the registered owners of the Bonds.

The Tender Agent. (a) The Issuer hereby appoints as Tender Agent shall be Star under this Indenture First Union National Bank, N.A.which agent has a corporate trust office in Nashville, having its Principal Office at Cincinnati, OhioTennessee. The Company on behalf of the Issuer shall appoint Tender Agent and any successor Tender Agent for the BondsAgent, as necessary, subject by written instrument delivered to the conditions set forth in Section 12.02(b) hereof. Any successor Tender Agent Issuer, the Trustee and the Lessee, shall designate its Principal Office and signify its acceptance of accept the duties and obligations imposed upon on it hereunder by a written instrument of acceptance delivered to the Trustee, the Issuer and the Credit Facility Issuer in which the Tender Agent will agree, particularly: (i) to hold all Bonds delivered to it pursuant to Section 3.01 hereof, as agent and bailee of, and in escrow for the benefit of, the respective owners thereof until moneys representing the purchase price of such Bonds shall have been delivered to or for the account of or to the order of such owners; (ii) to hold all moneys (without investment thereof) delivered to it hereunder for the purchase of Bonds pursuant to Section 3.01 hereof as agent and bailee of, and in escrow for the benefit of, the person or entity which shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to or for the account of such person or entity; (iii) to hold Bonds for the account of the Issuer as contemplated by Section 3.04(a)(iii) hereof; (iv) to hold Bonds purchased pursuant to Section 3.01 with moneys representing the proceeds of a drawing under the Credit Facility to be held pursuant to Section 3.05 as agent and bailee; and (v) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Trustee and the Issuer at all reasonable timesthis Indenture. (b) The Tender Agent shall at all times be a corporation duly organized under the laws member of the United States National Association of America or any state or territory thereofSecurities Dealers, and, if Inc. having a capitalization of at least Fifteen Million Dollars ($15,000,000) and a rating by Moodx'x (xx the Bonds are then rated by Moody's and, if not Moodx'x) xx Baa 3/P3 or higher or a national banking association of a bank or a trust company, rated at least Baa3/P3 or otherwise qualified by Moody's, company having a combined capital and surplus of at least $20,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully guaranteed by a corporation organized and doing business under the laws of the United States, and State or Territory thereof or of the District of Columbia, that has a combined capital and surplus of at least $50,000,000) and , in each case authorized by law to perform all its obligations hereunder. (c) If at any time the duties imposed Tender Agent is unable or unwilling to act as Tender Agent, the Tender Agent, upon it by this Indenturesixty (60) days' prior written notice to the Issuer, the Trustee, the Remarketing Agent and the Lessee, may resign; provided, however, that in no case shall such resignation become effective until the appointment of a successor Tendxx Xxxnt. The Tender Agent may be removed at any time resign and be discharged by the Lessee with the consent of the duties and obligations created Issuer, by this Indenture written notice signed by giving at least 60 days' notice the Lessee delivered to the Trustee, the IssuerRemarketing Agent, the Credit Facility Issuer and the Remarketing Tender Agent; provided, however, that in no case shall such removal become effective until the appointment of a successor Tender Agent. Upon resignation or removal of the Tender Agent, the Lessee, with the consent of the Issuer, shall appoint a substitute Tender Agent meeting the qualifications of Section 12.2(b) above. (d) In the event that the Company on behalf of the Issuer Lessee shall fail to appoint a successor Tender Agent, upon the resignation or removal of the Tender AgentAgent or upon its dissolution, insolvency or bankruptcy, the Trustee shall either appoint a Tender Agent or itself may at its discretion, but is not required to, act as Tender Agent until the appointment of a successor Tender Agent. The Tender Agent may be removed at any time by an instrument signed by the Company on behalf of the Issuer, filed in accordance with the Trustee, the Remarketing Agent and the Credit Facility Issuer, if any. In the event of the resignation or removal of the Tender Agent, the Tender Agent shall deliver any Bonds and moneys held by it in such capacity to its successor or, if there is no successor, to the Trusteethis Section 12.2.

The Tender Agent. (a) The Company hereby appoints First Union National Bank as Tender Agent shall be Star Bankunder this Indenture, N.A.which agent has a corporate trust office in Richmond, having its Principal Office at Cincinnati, OhioVirginia. The Company on behalf of the Issuer shall appoint Tender Agent and any successor Tender Agent for the BondsAgent, as necessary, subject by written instrument delivered to the conditions set forth in Section 12.02(b) hereof. Any successor Tender Agent Trustee and the Company, shall designate its Principal Office and signify its acceptance of accept the duties and obligations imposed upon on it hereunder by a written instrument of acceptance delivered to the Trustee, the Issuer and the Credit Facility Issuer in which the Tender Agent will agree, particularly: (i) to hold all Bonds delivered to it pursuant to Section 3.01 hereof, as agent and bailee of, and in escrow for the benefit of, the respective owners thereof until moneys representing the purchase price of such Bonds shall have been delivered to or for the account of or to the order of such owners; (ii) to hold all moneys (without investment thereof) delivered to it hereunder for the purchase of Bonds pursuant to Section 3.01 hereof as agent and bailee of, and in escrow for the benefit of, the person or entity which shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to or for the account of such person or entity; (iii) to hold Bonds for the account of the Issuer as contemplated by Section 3.04(a)(iii) hereof; (iv) to hold Bonds purchased pursuant to Section 3.01 with moneys representing the proceeds of a drawing under the Credit Facility to be held pursuant to Section 3.05 as agent and bailee; and (v) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Trustee and the Issuer at all reasonable timesthis Indenture. (b) The Tender Agent shall at all times be a corporation duly organized under the laws member of the United States National Association of America or any state or territory thereofSecurities Dealers, and, Inc. having a capitalization of at least $15,000,000 and a rating by Moody's (if the Bonds are then rated by Moody's and's) of Baa3/P-3 or higher, if not or a national banking association or a bank or a trust company, rated at least Baa3/P3 or otherwise qualified by Moody's, company having a combined capital and surplus of at least $20,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully guaranteed by a corporation organized and doing business under the laws of the United States, and State or Territory thereof or of the District of Columbia, that has a combined capital and surplus of at least $50,000,000) and , in each case authorized by law to perform all the duties imposed upon it by this Indenture. The Tender Agent may its obligations hereunder. (c) If at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least Tender Agent is unable or unwilling to act as Tender Agent, the Tender Agent, upon 60 days' prior written notice to the Trustee, the Issuer, the Credit Facility Issuer Remarketing Agent and the Remarketing Agent. In the event Company, may resign; provided, however, that the Company on behalf of the Issuer in no case shall fail to appoint a successor Tender Agent, upon the such resignation or removal of the Tender Agent, the Trustee shall either appoint a Tender Agent or itself act as Tender Agent become effective until the appointment of a successor Tender Agent. The Tender Agent may be removed at any time by an instrument the Company by written notice signed by the Company on behalf of the Issuer, filed with delivered to the Trustee, the Remarketing Agent and Agent, the Credit Facility Issuer, if anyIssuer and the Tender Agent. In the event of the Upon resignation or removal of the Tender Agent, the Company shall appoint a substitute Tender Agent meeting the qualifications of Section 1102(b); provided, however, that in no case shall such removal or resignation become effective until the appointment of a successor Tender Agent. (d) In the event the Company shall fail to appoint a successor Tender Agent upon the resignation or removal of the Tender Agent or upon its dissolution, insolvency or bankruptcy, the Trustee may at its discretion, but is not required to, act as Tender Agent until the appointment of a successor Tender Agent in accordance with this Section 1102. (e) The Tender Agent shall deliver have no responsibility with respect to the source of any funds provided to it for the purpose of paying the purchase price of the Bonds. The Tender Agent shall have no responsibility to determine the amount representing accrued interest which may be payable in connection with the purchase of the Bonds and moneys held may rely conclusively on the computation of such accrued interest by it the Trustee pursuant to the Indenture. The Tender Agent shall have no obligation to expend its own funds in connection with any such capacity purchase, and shall have no obligation to its successor or, if there is no successorpay the purchase price in any type of funds other than that received by the Tender Agent for such purpose as aforesaid. (f) The Company shall, to the Trusteefullest extent permitted by law, indemnify and hold the Tender Agent harmless from any and all liability, losses, damages, costs and expenses of any nature (including interest and reasonable counsel fees and disbursements) arising out of or in connection with its duties, or those of its employees or agents arising from their performance under this Agreement and the Indenture, except for liabilities, losses, damages, costs, expenses and fees arising out of the gross negligence or willful misconduct of the Tender Agent or its employees or agents. (g) The Company shall pay the Tender Agent such fees and charges as shall be agreed upon between them from time to time. The Company shall reimburse the Tender Agent for all reasonable out-of-pocket expenses of the Tender Agent including, but not limited to counsel fees, special stationery, checks, postage, wire tender of funds, shipping, insurance, telecommunications and such other expenses associated with the giving of notices and messenger delivery.

The Tender Agent. (a) The Issuer hereby appoints as Tender Agent shall be Star under this Indenture First Union National Bank, N.A.which agent has a corporate trust office in Nashville, having its Principal Office at Cincinnati, OhioTennessee. The Company on behalf of the Issuer shall appoint Tender Agent and any successor Tender Agent for the BondsAgent, as necessary, subject by written instrument delivered to the conditions set forth in Section 12.02(b) hereof. Any successor Tender Agent Issuer, and the Trustee, shall designate its Principal Office and signify its acceptance of accept the duties and obligations imposed upon on it hereunder by a written instrument of acceptance delivered to the Trustee, the Issuer and the Credit Facility Issuer in which the Tender Agent will agree, particularly: (i) to hold all Bonds delivered to it pursuant to Section 3.01 hereof, as agent and bailee of, and in escrow for the benefit of, the respective owners thereof until moneys representing the purchase price of such Bonds shall have been delivered to or for the account of or to the order of such owners; (ii) to hold all moneys (without investment thereof) delivered to it hereunder for the purchase of Bonds pursuant to Section 3.01 hereof as agent and bailee of, and in escrow for the benefit of, the person or entity which shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to or for the account of such person or entity; (iii) to hold Bonds for the account of the Issuer as contemplated by Section 3.04(a)(iii) hereof; (iv) to hold Bonds purchased pursuant to Section 3.01 with moneys representing the proceeds of a drawing under the Credit Facility to be held pursuant to Section 3.05 as agent and bailee; and (v) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Trustee and the Issuer at all reasonable timesthis Indenture. (b) The Tender Agent shall at all times be a corporation duly organized under the laws member of the United States National Association of America or any state or territory thereofSecurities Dealers, and, Inc. having a capitalization of at least Fifteen Million Dollars ($15,000,000) and a rating by Moody's (if the Bonds are then rated by Moody's and, if not 's) of BAA 3/P3 or higher or a national banking association or a bank or a trust company, rated at least Baa3/P3 or otherwise qualified by Moody's, company having a combined capital and surplus of at least $20,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully guaranteed by a corporation organized and doing business under the laws of the United States, and State or Territory thereof or of the District of Columbia, that has a combined capital and surplus of at least $50,000,000) and , in each case authorized by law to perform all its obligations hereunder. (c) If at any time the duties imposed Tender Agent is unable or unwilling to act as Tender Agent, the Tender Agent, upon it by this Indenturesixty (60) days' prior written notice to the Issuer, the Trustee, and the Remarketing Agent, may resign; provided, however, that in no case shall such resignation become effective until the appointment of a successor Tender Agent. The Tender Agent may be removed at any time resign and be discharged of by the duties and obligations created Issuer, by this Indenture written notice signed by giving at least 60 days' notice the Issuer delivered to the Trustee, the IssuerRemarketing Agent, the Credit Facility Issuer and the Remarketing Tender Agent; provided, however, that in no case shall such removal become effective until the appointment of a successor Tender Agent. Upon resignation or removal of the Tender Agent, the Issuer, shall appoint a substitute Tender Agent meeting the qualifications of Section 12.2(b) above. (d) In the event that the Company on behalf of the Issuer shall fail to appoint a successor Tender Agent, upon the resignation or removal of the Tender AgentAgent or upon its dissolution, insolvency or bankruptcy, the Trustee shall either appoint a Tender Agent or itself may at its discretion, but is not required to, act as Tender Agent until the appointment of a successor Tender Agent. The Tender Agent may be removed at any time by an instrument signed by the Company on behalf of the Issuer, filed in accordance with the Trustee, the Remarketing Agent and the Credit Facility Issuer, if any. In the event of the resignation or removal of the Tender Agent, the Tender Agent shall deliver any Bonds and moneys held by it in such capacity to its successor or, if there is no successor, to the Trusteethis Section 12.2.

The Tender Agent. (a) The Tender Agent shall be Star BankThe Bank of New York Trust Company, N.A., having its Principal Office at Cincinnati, Ohio. N. A. The Company on behalf of the Issuer shall appoint any successor Tender Agent for the Bonds, as necessary, subject to the conditions set forth in Section 12.02(b) hereof13.02(b). Any successor The Tender Agent shall designate its Principal Designated Office and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Trustee, the Issuer Company, the Remarketing Agent and the Credit Facility Issuer in which the Tender Agent will agree, particularly: (i) to hold all Bonds delivered to it pursuant to Section 3.01 hereof5.01, as agent and bailee of, and in escrow for the benefit of, the respective owners thereof until moneys representing the purchase price of such Bonds shall have been delivered to or for the account of or to the order of such owners; (ii) to hold all moneys (without investment thereof) delivered to it hereunder for the purchase of Bonds pursuant to Section 3.01 hereof 5.01 as agent and bailee of, and in escrow for the benefit of, the person Person or entity which shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to or for the account of such person Person or entityentity and thereafter to hold such moneys (without investment thereof) as agent and bailee of, and in escrow for the benefit of, the Person or entity which shall be entitled thereto on the Purchase Date; (iii) to hold Bonds for the account of the Issuer Company as contemplated by Section 3.04(a)(iii) hereof5.04(a)(iii); (iv) to hold Bonds purchased pursuant to Section 3.01 5.01 with moneys representing the proceeds of a drawing under thx Xxxdit Facility by the Credit Facility to be held pursuant to Trustee as contemplated by Section 3.05 as agent and bailee5.05; and (v) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Trustee Issuer, the Trustee, the Credit Facility Issuer and the Issuer Company at all reasonable times. (b) The Tender Agent shall be a corporation duly organized under the laws of the United States of America or any state or territory thereof, and, if Paying Agent for the Bonds are rated by Moody's and, if not a bank or trust company, rated at least Baa3/P3 or otherwise duly qualified by Moody's, having a combined capital and surplus of at least $20,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully guaranteed by a corporation organized and doing business under the laws of the United States, and State or Territory thereof or of the District of Columbia, that has a combined capital and surplus of at least $50,000,000) Section 10.01 and 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 60 thirty (30) days' ’ notice to the Issuer, the Trustee, the IssuerCompany, the Credit Facility Issuer and the Remarketing Agent. In the event that the Company on behalf of the Issuer shall fail to appoint a successor Tender Agent, upon the resignation or removal of the Tender Agent, the Trustee shall either appoint a Tender Agent or itself act as Tender Agent until the appointment of a successor Tender Agent. Any successor Tender Agent appointed hereunder shall also be appointed a Paying Agent xxxxxxder. Any successor Tenxxx Xxent appointed hereunder shall be acceptable to the Credit Facility Issuer and the Remarketixx Xxxnt. The Tender Agent may be removed at any time with the consent of the Credit Facility Issuer by an instrument signed by the Company on behalf of Company, filed with the Issuer, filed with the Trustee, the Remarketing Agent and the Credit Facility Issuer, if any. In the event of the resignation or removal of the Tender Agent, the Tender Agent shall deliver any Bonds and moneys held by it in such capacity to its successor or, if there is no successor, to the Trustee.

The Tender Agent. (a) The Issuer hereby appoints as Tender Agent shall be Star Bankunder this Indenture First Union National Bank of Florida, N.A.which agent has a corporate trust office in Miami, having its Principal Office at Cincinnati, OhioFlorida. The Company on behalf of the Issuer shall appoint Tender Agent and any successor Tender Agent for the BondsAgent, as necessary, subject by written instrument delivered to the conditions set forth in Section 12.02(b) hereof. Any successor Tender Agent Issuer, the Trustee and the Company, shall designate its Principal Office and signify its acceptance of accept the duties and obligations imposed upon on it hereunder by a written instrument of acceptance delivered to the Trustee, the Issuer and the Credit Facility Issuer in which the Tender Agent will agree, particularly: (i) to hold all Bonds delivered to it pursuant to Section 3.01 hereof, as agent and bailee of, and in escrow for the benefit of, the respective owners thereof until moneys representing the purchase price of such Bonds shall have been delivered to or for the account of or to the order of such owners; (ii) to hold all moneys (without investment thereof) delivered to it hereunder for the purchase of Bonds pursuant to Section 3.01 hereof as agent and bailee of, and in escrow for the benefit of, the person or entity which shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to or for the account of such person or entity; (iii) to hold Bonds for the account of the Issuer as contemplated by Section 3.04(a)(iii) hereof; (iv) to hold Bonds purchased pursuant to Section 3.01 with moneys representing the proceeds of a drawing under the Credit Facility to be held pursuant to Section 3.05 as agent and bailee; and (v) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Trustee and the Issuer at all reasonable timesthis Indenture. (b) The Tender Agent shall at all times be a corporation duly organized under the laws member of the United States National Association of America or any state or territory thereofSecurities Dealers, and, Inc. having a capitalization of at least Fifteen Million Dollars ($15,000,000) and a rating by Moody's (if the Bonds are then rated by Moody's and, if not 's) of BAA 3/P3 or higher or a national banking association or a bank or a trust company, rated at least Baa3/P3 or otherwise qualified by Moody's, company having a combined capital and surplus of at least $20,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully guaranteed by a corporation organized and doing business under the laws of the United States, and State or Territory thereof or of the District of Columbia, that has a combined capital and surplus of at least $50,000,000) and , in each case authorized by law to perform all the duties imposed upon it by this Indenture. The Tender Agent may its obligations hereunder. (c) If at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 60 Tender Agent is unable or unwilling to act as Tender Agent, the Tender Agent, upon sixty (60) days' prior written notice to the Issuer, the Trustee, the Issuer, the Credit Facility Issuer Remarketing Agent and the Remarketing Agent. In the event Company, may resign; provided, however, that the Company on behalf of the Issuer in no case shall fail to appoint a successor Tender Agent, upon the such resignation or removal of the Tender Agent, the Trustee shall either appoint a Tender Agent or itself act as Tender Agent become effective until the appointment of a successor Tender Agent. The Tender Agent may be removed at any time by an instrument the Company with the consent of the Issuer, by written notice signed by the Company on behalf of the Issuer, filed with delivered to the Trustee, the Remarketing Agent and Agent, the Credit Facility IssuerIssuer and the Tender Agent; provided, if anyhowever, that in no case shall such removal become effective until the appointment of a successor Tender Agent. In the event of the Upon resignation or removal of the Tender Agent, the Company, with the consent of the Issuer, shall appoint a substitute Tender Agent meeting the qualifications of Section 12.2(b) above. (d) In the event that the Company shall deliver any Bonds and moneys held by it fail to appoint a successor Tender Agent, upon the resignation or removal of the Tender Agent or upon its dissolution, insolvency or bankruptcy, the Trustee may at its discretion, but is not required to, act as Tender Agent until the appointment of a successor Tender Agent in such capacity to its successor or, if there is no successor, to the Trusteeaccordance with this Section 12.