Common use of Tender Agent Clause in Contracts

Tender Agent. The Issuer shall with the approval of the Borrower, appoint the Tender Agent for the Bonds, subject to the condition of Section 10.15 hereof. The Tender Agent shall designate its principal office to the Paying Agent, the Trustee, the Remarketing Agent and the Bank and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Bank, the Remarketing Agent, the Borrower and the Trustee under which the Tender Agent will agree, particularly: (a) to hold all Bonds delivered to it hereunder in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds 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 Bondholders; (b) to hold all moneys delivered to it hereunder for the purchase of Bonds in trust 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; (c) 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 Issuer, the Trustee, the Bank, and the Borrower at all reasonable times. The Issuer shall cooperate with the Trustee, the Registrar, the Bank, and the Borrower to cause the necessary arrangements to be made and to be thereafter continued whereby funds from the sources specified herein and in the Agreement will be made available for the purchase of Bonds presented at the Principal Office of the Tender Agent (or such other office as may be designated by the Tender Agent) and whereby Bonds, executed by the Issuer and authenticated by the Trustee or its Authenticating Agent, shall be made available to the Remarketing Agent to the extent necessary for delivery pursuant to Section 3.05 hereof.

Tender Agent. The Issuer shall with (a) At the approval written request of the Borrower, appoint the Tender Agent for the Bonds, subject to the condition of Section 10.15 hereof. The Tender Agent shall designate its principal office to the Paying Agent, the Trustee, the Remarketing Users shall appoint an agent to act on behalf of the Trustee in the acceptance of delivery of Bonds tendered for purchase pursuant to the Optional Tender or Mandatory Tender provisions of this Indenture and in the authentication and delivery of Bonds pursuant to the transfer and exchange provisions of this Indenture. The Trustee shall initially be the Tender Agent. For all purpose of this Indenture, (i) Bonds to be purchased pursuant to the Optional Tender or Mandatory Tender provisions of this Indenture may be delivered to the Tender Agent, as well as the Trustee, and (ii) the authentication and delivery of Bonds by a duly authorized officer of the Tender Agent pursuant to the transfer and exchange provisions of this Indenture shall be deemed to be the Bank authentication and delivery of Bonds "by the Trustee". (b) Any Tender Agent appointed hereunder shall signify its acceptance of the duties such appointment by execution and obligations imposed upon it hereunder by a written instrument delivery of acceptance delivered an agreement satisfactory to the Issuer, the Bank, the Remarketing Agent, the Borrower and the Trustee under which the Tender Agent will agree, particularly: (a) to hold all Bonds delivered to it hereunder in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds 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 Bondholders; (b) to hold all moneys delivered to it hereunder for the purchase of Bonds in trust 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;Trustee. (c) Any such Tender Agent shall at all times be a bank or trust company having its principal office in New York, New York and shall at all times be a corporation organized and doing business under the laws of the United States or of any state with a combined capital and surplus of at least $5,000,000 and authorized under such laws to keep such books exercise corporate trust powers and records as subject to supervision and examination by federal or state authority and shall be consistent acceptable to any Rating Agency which shall then maintain a rating with prudent industry practice respect to the Bonds. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to make be its combined capital and surplus as set forth in its most recent report of condition so published. (d) Any corporation or association into which any Tender Agent may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, consolidation or conversion to which any Tender Agent shall be a party, or any corporation or association succeeding to the corporate trust business of any Tender Agent, shall be the successor of the Tender Agent hereunder, if such books and records available for inspection successor corporation or association is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Tender Agent or such successor corporation or association. 104 (e) Any Tender Agent may at any time resign by the Issuer, giving written notice of resignation to the Trustee, the BankIssuer and the Users. The Trustee may at any time terminate the agency of any Tender Agent by giving written notice of termination to such Tender Agent, the Issuer and the Users. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Tender Agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor Tender Agent, shall give written notice of such appointment to the Issuer and the Users, and the Borrower at shall mail notice of such appointment to all reasonable times. The Issuer shall cooperate with the Trustee, the Registrar, the Bank, and the Borrower to cause the necessary arrangements to be made and to be thereafter continued whereby funds from the sources specified herein and in the Agreement will be made available for the purchase Holders of Bonds presented at as the Principal Office names and addresses of such Holders appear on the Bond Register. (f) The Users shall to pay to the Tender Agent (or such other office from time to time reasonable compensation for its services, as may provided in Section 4.03 of the Loan Agreement. The provisions of Sections 5.05, 13.04 and 13.05 shall be designated by the applicable to any Tender Agent) and whereby Bonds, executed by the Issuer and authenticated by the Trustee or its Authenticating Agent, shall be made available to the Remarketing Agent to the extent necessary for delivery pursuant to Section 3.05 hereof.. 105

Tender Agent. The Issuer shall with the approval of the Borrower, appoint the Tender Agent for the Bonds, subject to the condition of Section 10.15 hereof. (a) The Tender Agent shall designate its principal office to the Paying Agent, the Trustee, the Remarketing Agent and the Bank and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Bank, the Remarketing Agent, the Borrower and the Trustee under which the Tender Agent will agree, particularlyagrees to: (ai) to hold all Bonds Floater Certificates delivered to it hereunder in trust for the benefit of the respective Bondholders which Holders that shall have so delivered such Bonds Floater Certificates until moneys representing the purchase price Purchase Price of such Bonds shall have been delivered to or for the account of or to the order of such Bondholders; (b) to hold all moneys delivered to it hereunder for the purchase of Bonds in trust for the benefit of the person or entity which shall have so delivered such moneys until the Bonds purchased with such moneys Floater Certificates shall have been delivered to or for the account of such person Holders or entityBeneficial Owners; (cii) hold all money delivered to it hereunder for the purchase of Floater Certificates uninvested and separate and apart from all other funds of the Tender Agent, uninvested and in trust for the benefit of the Person which shall have so tendered such money until the Floater Certificates purchased with such money shall have been delivered to or for the account of such Person; (iii) 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 IssuerTrustor, the TrusteeLiquidity Bank, the Bank, Remarketing Agent and the Borrower Trustee at all reasonable times; and (iv) (iv) take such actions and perform such duties as are expressly provided herein and take such other actions as are reasonably necessary to enable the Liquidity Bank to make the payments required under this Agreement, and to enable the Remarketing Agent to remarket Floater Certificates delivered to the Tender Agent hereunder. (b) The office of Tender Agent shall be filled by the Trustee. The Issuer If the Trustee resigns or is replaced, it shall cooperate also resign or be replaced as Tender Agent in accordance with the Trusteeprovisions set forth in Section 13.8. (c) For all purposes of the Agreement, the RegistrarTrustee and the Tender Agent may assume that no Tender Option Termination Event, Liquidity Event or Mandatory Tender Event has occurred until and unless an officer of the department of the Trustee administering the Agreement shall have received written notice thereof and neither the Trustee nor the Tender Agent shall be liable for any action taken or omitted to be taken on the basis of such assumption. (d) Neither the Trustor nor the Liquidity Bank shall have any right, title or interest in or to any moneys delivered to the Tender Agent, the Bank, and Trustee or to the Borrower to cause the necessary arrangements to be made and to be thereafter continued whereby funds from the sources specified herein and in the Agreement will be made available Remarketing Agent hereunder for the purchase of Bonds presented at the Principal Office of the Tender Agent (or such other office as may be designated by the Tender Agent) and whereby Bonds, executed by the Issuer and authenticated by the Trustee or its Authenticating Agent, shall be made available to the Remarketing Agent to the extent necessary for delivery pursuant to Section 3.05 hereofFloater Certificates.

Tender Agent. The Issuer shall Trustee, with the approval written consent of the BorrowerCredit Facility Provider, shall appoint the Tender Agent for the Bonds, subject to the condition of conditions set forth in Section 10.15 10.08 hereof. The Trustee shall initially serve as the Tender Agent. The Tender Agent shall designate its principal office to the Paying Agent, the Trustee, the Remarketing Agent and the Bank Trustee 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 Issuer, the BankTrustee and the Remarketing Agent under which the Tender Agent acknowledges its qualifications and authority to act as Tender Agent under this Indenture and agrees, particularly, as follows: (i) The Tender Agent shall, upon receipt of a Tender Notice from any Bondholder (or DTC Participant, with respect to a Bond in “book-entry only” form), give prompt telephonic notice thereof to the Trustee and the Remarketing Agent, specifying the amount of Bonds to be purchased and the Settlement Date, and shall, not later than the following Business Day, confirm such telephonic notice in writing and deliver to the Remarketing Agent, the Borrower Trustee and the Credit Facility Provider a copy of such Tender Notice. (ii) On each Settlement Date, the Tender Agent shall give the Remarketing Agent, the Credit Facility Provider and the Trustee under which telephonic notice, confirmed in writing by the following Business Day, of the principal amount of Bonds delivered pursuant to Section 10.01. (iii) The Tender Agent will agree, particularly: (a) to shall hold all Bonds delivered to it hereunder pursuant to Section 10.01 in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds until moneys representing the purchase price of such Bonds shall have been are required by this Indenture to be delivered to or the respective purchasers thereof. (iv) The Tender Agent shall cancel all Bonds for which it has received written notice of remarketing from the account of or Remarketing Agent and shall authenticate new Bonds in a like aggregate principal amount in the names and in the denominations set forth in the written notice given to the order of such Bondholders;Tender Agent by the Remarketing Agent pursuant to Section 10.03 hereof. (bv) The Tender Agent shall deliver Bonds to hold all moneys delivered the purchasers thereof in accordance with Section 10.04 hereof. The Tender Agent shall establish the Bond Purchase Fund as provided in Section 10.03 hereof. The Tender Agent shall remit the Purchase Price of tendered Bonds to it hereunder for the purchase of Bonds tendering Bondholders in trust for the benefit of the person or entity which shall have so delivered such moneys until the Bonds purchased accordance with such moneys shall have been delivered to or for the account of such person or entity;Section 10.03 hereof. (cvi) The Tender Agent shall deliver to the Trustee all tendered Bonds canceled. (vii) The Tender Agent shall keep such books and records as shall be consistent with prudent industry practice and to shall make such books and records available for inspection by the Issuer, the Trustee, the Bank, Trustee and the Borrower Credit Facility Provider at all reasonable times. (viii) The Tender Agent shall send to the Trustee a copy of its transfer journal evidencing all changes in registration of the Bonds within two (2) days of making such changes. The Issuer Tender Agent shall cooperate with pay to tendering Bondholders the TrusteePurchase Price of any Bonds for which it has received a Tender Notice and which have not been remarketed pursuant to Section 10.03 hereof, the Registrar, the Bank, and the Borrower to cause the necessary arrangements to be made and to be thereafter continued whereby funds but solely from the sources specified herein listed in Section 10.04 hereof; and in the Agreement will be made available for the purchase of Bonds presented at the Principal Office of the Tender Agent (or such other office as may be designated by shall pay to tendering Bondholders the Purchase Price of any Bonds for which it has received a Tender Agent) Notice and whereby Bonds, executed by the Issuer and authenticated by the Trustee or its Authenticating Agent, shall be made available to the Remarketing Agent to the extent necessary for delivery which have been remarketed pursuant to Section 3.05 10.03 hereof, but solely from amounts received from the Remarketing Agent.

Tender Agent. The Issuer (a) During any period the Bonds shall with not be in a Book-Entry System, the approval of the Borrower, Company shall appoint the a Tender Agent for the Bonds, subject which shall be satisfactory to the condition of Section 10.15 hereof. The Tender Agent shall designate its principal office to the Paying Agent, the Trustee, Bank and the Remarketing Agent and the Bank and signify its which, upon acceptance of its duties, will perform the obligations of the Tender Agent set forth in this Indenture. Any Tender Agent must be an institution the long-term debt obligations of which are rated at least "Baa3" by Moody's (or Moody's shall have provided written evidence that such successor Tender Agent is otherwise acceptable to Moody's) if the Bonds are then rated by Moody's, and at least "BBB" or "A-3" by S&P (or S&P shall have provided written evidence that such successor Tender Agent is otherwise acceptable to S&P) if the Bonds are then rated by S&P, and authorized by law to perform all the duties and obligations imposed upon it hereunder as Tender Agent by this Indenture. The initial Tender Agent and any successor Tender Agent shall accept its duties under this Indenture by a written instrument of acceptance certificate or tender agent agreement delivered to the IssuerTrustee, the Bank, the Remarketing Agent, the Borrower and the Trustee under which certificate or agreement shall designate the Tender Agent will agree, particularly: (a) to hold all Bonds delivered to it hereunder in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds 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 Bondholders;Agent's Principal Office. (b) The Tender Agent may at any time resign by giving thirty days' notice to hold all moneys delivered to it hereunder for the purchase of Bonds in trust 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; (c) 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 Issuer, the Trustee, the BankCompany, the Bank and the Borrower Remarketing Agent. Promptly upon the receipt of such notice, the Trustee shall mail copies thereof to each Bondholder. (c) The Tender Agent may be removed at all reasonable times. The Issuer shall cooperate any time by an instrument in writing delivered to the Trustee and the Tender Agent by the Company, with the TrusteeBank's prior written approval. In no event, the Registrarhowever, the Bank, and the Borrower to cause the necessary arrangements to be made and to be thereafter continued whereby funds from the sources specified herein and in the Agreement will be made available for the purchase of Bonds presented at the Principal Office shall any removal of the Tender Agent take effect until a successor Tender Agent shall have been appointed. (or such other d) The Tender Agent shall have an office as may be designated by in the City of New York, New York. Upon receipt of written notice from the Company of the appointment of a Tender Agent) and whereby Bonds, executed by the Trustee shall immediately give written notice of the appointment of a Tender Agent to the Issuer and authenticated by to the Bondholders. If (i) no successor to a Tender Agent has accepted appointment in the manner provided above within 30 days after the Tender Agent has given notice of its resignation as provided above, or (ii) no Tender Agent shall have been appointed at such time as the Bonds are no longer held in the Book-Entry System, then, notwithstanding any other provision of this Indenture, the Trustee shall serve as Tender Agent or shall appoint an agent located in New York, New York to act in its Authenticating Agent, shall be made available to the Remarketing Agent to the extent necessary for delivery pursuant to Section 3.05 hereofstead.

Tender Agent. (a) The Issuer shall Trustee may, with the approval consent of the BorrowerIssuer, the Lessee and the Bank, appoint an agent (the “Tender Agent”) to act on its behalf in the acceptance of delivery of Bonds tendered for purchase pursuant to the optional or mandatory tender provisions of this Indenture and in the authentication and delivery of Bonds pursuant to the transfer and exchange provisions of this Indenture. If the Trustee does not appoint a Tender Agent, the Trustee shall perform such function. For all purposes of this Indenture, (i) Bonds to be purchased pursuant to the optional or mandatory tender provisions of this Indenture may be delivered to the Tender Agent, as well as the Trustee, and (ii) the authentication and delivery of Bonds by the Tender Agent pursuant to the transfer and exchange provisions of this Indenture shall be deemed to be the authentication and delivery of Bonds “by the Trustee”. In order to facilitate payment of the purchase price of Tendered Bonds delivered to the Tender Agent and the required entries on the Bond Register with respect to Bonds delivered to the Tender Agent for transfer or exchange, the Bonds, subject to the condition of Section 10.15 hereof. The Tender Agent shall designate its principal office to communicate with the Paying Agent, Trustee about such matters in accordance with procedures established by the Trustee, the Remarketing . (b) Any Tender Agent and the Bank and shall signify its acceptance of such appointment and its assumption of the duties and obligations imposed upon it hereunder by a written instrument this Indenture by execution and delivery of acceptance delivered an agreement satisfactory to the Trustee, the Issuer, the Bank, the Remarketing Agent, the Borrower Lessee and the Trustee under which the Tender Agent will agree, particularly: (a) to hold all Bonds delivered to it hereunder in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds 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 Bondholders; (b) to hold all moneys delivered to it hereunder for the purchase of Bonds in trust 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;Bank. (c) Any such Tender Agent shall (i) be a bank or trust company having an office for the performance of its duties hereunder in New York, New York, (ii) have a combined capital and surplus of at least $5,000,000, (iii) be subject to keep supervision and examination by federal or state authority, and (iv) be acceptable to the Rating Agency (if any and if more than one, at least one of such books and records as shall be consistent Rating Agency) then providing a rating with prudent industry practice and respect to make such books and records available for inspection the Bonds. (d) The Tender Agent may resign at any time by giving 30 days’ notice to the Issuer, the Trustee, the Bank, Lessee and the Borrower at all reasonable times. Bank. (e) The Issuer shall cooperate Trustee may, with the Trusteeconsent of the Issuer, the Registrar, Lessee and the Bank, remove the Tender Agent by giving 30 days’ notice to the Tender Agent. (f) If the Tender Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Tender Agent for any cause, the Trustee may, with the consent of the Issuer, the Lessee and the Borrower Bank, appoint a successor Tender Agent which satisfies the requirements of Section 13.13(c). (g) The Trustee shall give notice to cause Bondholders of the necessary arrangements to be made initial appointment of a Tender Agent, each resignation and to be thereafter continued whereby funds from the sources specified herein each removal of a Tender Agent, and in the Agreement will be made available for the purchase each appointment of Bonds presented at the Principal Office a successor Tender Agent. (h) Compensation of the Tender Agent (or such other office as may shall be designated paid directly by the Lessee. (i) The provisions of Sections 5.04, 13.04 and 13.05 shall be applicable to any Tender Agent) and whereby Bonds, executed by the Issuer and authenticated by the Trustee or its Authenticating Agent, shall be made available to the Remarketing Agent to the extent necessary for delivery pursuant to Section 3.05 hereof.

Tender Agent. The Issuer At all times when any Bond is subject to purchase as provided herein, there shall be a Tender Agent (which may be the Trustee) appointed by the District with power to act in the approval purchase of Bonds or portions thereof and payment of the BorrowerPurchase Price therefor. Such Tender Agent shall at all times be a commercial bank or trust company having an office or an agent in the State of Texas, appoint organized and doing business under the laws of the United States or of any state with a combined capital and surplus of at least $50,000,000 and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Bank of New York Mellon Trust Company, National Association is hereby appointed Tender Agent with respect to the Bonds. Any entity into which any Tender Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, consolidation, or conversion to which any Tender Agent shall be a party, or any entity succeeding to the corporate trust business of any Tender Agent, shall be the successor of the Tender Agent for hereunder, if such successor entity is otherwise eligible under this Section, without the Bonds, subject execution or filing of any further document on the part of the parties hereto or the Tender Agent or such successor entity. Any Tender Agent may resign by giving 30 days prior written notice of such resignation to the condition of Section 10.15 hereofTrustee, the District, the Credit Enhancer, if any, the Liquidity Bank, if any the Remarketing Agent and the Company. The District may terminate the agency of any Tender Agent shall designate its principal office by giving 30 days prior written notice of such termination to such Tender Agent and the Paying AgentCredit Enhancer, if any, the TrusteeLiquidity Bank, if any, the Remarketing Agent and the Bank Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Tender Agent shall cease to be eligible under this Section, the District shall promptly appoint a successor Tender Agent and signify its acceptance shall give written notice of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered such appointment to the IssuerTrustee, the Bank, the Remarketing Agent, the Borrower District and the Trustee under which Bondholders. No such resignation or removal shall take effect until a successor Tender Agent shall have been appointed and has accepted such appointment. If no successor Tender Agent has accepted appointment within 30 days after the Tender Agent will agreehas given notice of its resignation or the District has terminated the agency of the Tender Agent as provided above, particularlythe Tender Agent may either petition any court of competent jurisdiction for the appointment of a temporary successor Tender Agent or itself appoint a temporary successor Tender Agent, provided that in either case any Tender Agent so appointed shall immediately and without further act be superseded by any Tender Agent appointed by the District as provided above. Each Tender Agent other than the Trustee shall be required to execute and deliver to the Trustee an instrument in which such Tender Agent shall agree with the District, subject to the provisions of this Section, that such Tender Agent will: (a) to hold all sums held by it for the payment of the Purchase Price of Bonds delivered to it hereunder in a separate account in trust for the benefit of the respective Bondholders which shall have so delivered Holders of such Bonds until moneys representing the purchase price of such Bonds sums shall have been delivered to or for the account of or be paid to the order Holders or otherwise disposed of such Bondholdersas herein provided; (b) at any time, upon the written request of the Trustee, forthwith pay to hold the Trustee all moneys delivered to it hereunder for the purchase of Bonds sums so held in trust for the benefit of the person or entity which shall have so delivered by such moneys until the Bonds purchased with such moneys shall have been delivered to or for the account of such person or entityTender Agent; (c) accept and hold Liquidity Bank Bonds on behalf of the Liquidity Bank prior to keep delivery of such books Liquidity Bank Bonds to the Liquidity Bank and records as shall will accept and hold the proceeds of any remarketing of such Liquidity Bank Bonds on behalf of the Liquidity Bank, until delivery of such amounts to the Liquidity Bank, all in accordance with instructions to be consistent with prudent industry practice provided by the Liquidity Bank; (d) effect the purchase of the Initial Bonds subject to tender on an Initial Bonds Remarketing Date from and to make the extent of proceeds of remarketing or funds advanced under the Standby Bond Purchase Agreement; and (e) observe and perform the obligations of the Tender Agent hereunder. The Trustee may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purposes, direct the Tender Agent to pay to the Trustee all money held in trust by such books and records available for inspection Tender Agent, such money to be held by the IssuerTrustee upon the same trusts as those upon which such money was held by such Tender Agent, and, upon such payment by the Tender Agent to the Trustee, the Bank, Tender Agent shall be released from all further liability with respect to such money. Subject to the provisions of any agreement between the District and the Borrower at all reasonable times. The Issuer shall cooperate with the TrusteeTender Agent, the Registrar, the Bank, and the Borrower to cause the necessary arrangements to be made and to be thereafter continued whereby funds from the sources specified herein and in the Agreement will be made available for the purchase of Bonds presented at the Principal Office of the Tender Agent (or such other office as may be designated by the Tender Agent) and whereby Bonds, executed by the Issuer and authenticated by the Trustee or its Authenticating Agent, shall be made available to the Remarketing Agent paid reasonable compensation for its services hereunder, but solely from and to the extent necessary of funds advanced by the Company at the request of the District solely for delivery such purposes (and not for payment of debt service) pursuant to Section 3.05 hereofthe Facilities Lease. The provisions of Sections 2.09, 8.01, 8.03, 8.04, and 8.05 shall be applicable to any Tender Agent.

Tender Agent. (a) The Issuer Trustee shall with act as Tender Agent. At the approval written request of the Borrower, appoint the Tender Agent for the Bonds, subject to the condition of Section 10.15 hereof. The Tender Agent shall designate its principal office to the Paying Agent, the Trustee, the Remarketing Issuer shall appoint an agent to act on behalf of the Trustee in the acceptance of delivery of Notes tendered for purchase pursuant to the Optional Tender or Mandatory Tender provisions of this Indenture and in the authentication and delivery of Notes pursuant to the transfer and exchange provisions of this Indenture. For all purposes of this Indenture, (i) Notes to be purchased pursuant to the Optional Tender or Mandatory Tender provisions of this Indenture may be delivered to the Tender Agent, as well as the Trustee, and (ii) the authentication and delivery of Notes by a duly authorized officer of the Tender Agent pursuant to the transfer and exchange provisions of this Indenture shall be deemed to be the Bank authentication and delivery of Notes "by the Trustee". (b) Any Tender Agent appointed hereunder shall signify its acceptance of such appointment by execution and delivery of an agreement satisfactory to the duties Trustee. (c) Any such Tender Agent shall at all times be a bank or trust company having its principal office in New York, New York and obligations imposed shall at all times be a corporation organized and doing business under the laws of the United States or of any state with a combined capital and surplus of at least $5,000,000 and authorized under such laws to exercise corporate trust powers and subject to supervision and examination by federal or state authority and shall be acceptable to any Rating Agency which shall then maintain a rating with respect to the Notes. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (d) Any corporation or association into which any Tender Agent may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, consolidation or conversion to which any Tender Agent shall be a party, or any corporation or association succeeding to the corporate trust business of any Tender Agent, shall be the successor of the Tender Agent hereunder, if such successor corporation or association is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Tender Agent or such successor corporation or association. (e) Any Tender Agent may at any time resign by giving written notice of resignation to the Trustee, the Issuer. The Trustee may at any time terminate the agency of any Tender Agent by giving written notice of termination to such Tender Agent, the Issuer. Upon receiving such a notice of resignation or upon it hereunder by such a termination, or in case at any time any Tender Agent shall cease to be eligible under this Section, the Issuer shall promptly appoint a successor Tender Agent, shall give written instrument notice of acceptance delivered such appointment to the Issuer, and shall mail notice of such appointment to all Holders of Notes as the Bank, names and addresses of such Holders appear on the Remarketing Agent, the Borrower and the Trustee under which Note Register. (f) The Issuer shall to pay to the Tender Agent will agree, particularly: (a) from time to hold all Bonds delivered to it hereunder in trust time reasonable compensation for the benefit of the respective Bondholders which shall have so delivered such Bonds 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 Bondholders; (b) to hold all moneys delivered to it hereunder for the purchase of Bonds in trust 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; (c) 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 Issuer, the Trustee, the Bank, and the Borrower at all reasonable times. The Issuer shall cooperate with the Trustee, the Registrar, the Bank, and the Borrower to cause the necessary arrangements to be made and to be thereafter continued whereby funds from the sources specified herein and in the Agreement will be made available for the purchase of Bonds presented at the Principal Office of the Tender Agent (or such other office as may be designated by the Tender Agent) and whereby Bonds, executed by the Issuer and authenticated by the Trustee or its Authenticating Agent, shall be made available to the Remarketing Agent to the extent necessary for delivery pursuant to Section 3.05 hereofservices.

Tender Agent. The Issuer shall Trustee, with the approval written consent of the BorrowerCredit Facility Provider, shall appoint the Tender Agent for the Bonds, subject to the condition of conditions set forth in Section 10.15 10.08 hereof. The Trustee shall initially serve as the Tender Agent. The Tender Agent shall designate its principal office to the Paying Agent, Trustee at the Trustee, Principal Office of the Remarketing Tender Agent and the Bank and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the BankTrustee and the Remarketing Agent under which the Tender Agent acknowledges its qualifications and authority to act as Tender Agent under this Indenture and agrees, particularly, as follows: (1) The Tender Agent shall, upon receipt of a Tender Notice from any Bondholder (or DTC Participant, with respect to a Bond in “book-entry only” form), give prompt telephonic notice thereof to the Trustee and the Remarketing Agent, specifying the amount of Bonds to be purchased and the Settlement Date, and shall, not later than the following Business Day, confirm such telephonic notice in writing and deliver to the Remarketing Agent, the Borrower Trustee and the Credit Facility Provider a copy of such Tender Notice. (2) On each Settlement Date, the Tender Agent shall give the Remarketing Agent, the Credit Facility Provider and the Trustee under which telephonic notice, confirmed in writing by the following Business Day, of the principal amount of Bonds delivered pursuant to Section 10.01. (3) The Tender Agent will agree, particularly: (a) to shall hold all Bonds delivered to it hereunder pursuant to Section 10.01 in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds until moneys representing the purchase price of such Bonds shall have been are required by this Indenture to be delivered to or the respective purchasers thereof. (4) The Tender Agent shall cancel all Bonds for which it has received written notice of remarketing from the account of or Remarketing Agent and shall authenticate new Bonds in a like aggregate principal amount in the names and in the denominations set forth in the written notice given to the order of such Bondholders;Tender Agent by the Remarketing Agent pursuant to Section 10.03 hereof. (b5) The Tender Agent shall deliver Bonds to hold all moneys delivered the purchasers thereof in accordance with Section 10.04 hereof. The Tender Agent shall establish the Bond Purchase Fund as provided in Section 10.03 hereof. The Tender Agent shall remit the Purchase Price of tendered Bonds to it hereunder for the purchase of Bonds tendering Bondholders in trust for the benefit of the person or entity which shall have so delivered such moneys until the Bonds purchased accordance with such moneys shall have been delivered to or for the account of such person or entity;Section 10.03 hereof. (c6) The Tender Agent shall deliver to the Trustee all tendered Bonds canceled. (7) The Tender Agent shall keep such books and records as shall be consistent with prudent industry practice and to shall make such books and records available for inspection by the Issuer, the Trustee, the Bank, Remarketing Agent and the Borrower Credit Facility Provider at all reasonable times. (8) The Tender Agent shall send to the Trustee a copy of its transfer journal evidencing all changes in registration of the Bonds within two (2) Business Days of making such changes. The Issuer Tender Agent shall cooperate with pay to tendering Bondholders the TrusteePurchase Price of any Bonds for which it has received a Tender Notice and which have not been remarketed pursuant to Section 10.03 hereof, the Registrar, the Bank, and the Borrower to cause the necessary arrangements to be made and to be thereafter continued whereby funds but solely from the sources specified herein listed in Section 10.04 hereof; and in the Agreement will be made available for the purchase of Bonds presented at the Principal Office of the Tender Agent (or such other office as may be designated by shall pay to tendering Bondholders the Purchase Price of any Bonds for which it has received a Tender Agent) Notice and whereby Bonds, executed by the Issuer and authenticated by the Trustee or its Authenticating Agent, shall be made available to the Remarketing Agent to the extent necessary for delivery which have been remarketed pursuant to Section 3.05 10.03 hereof, but solely from amounts received from the Remarketing Agent.