Tender Agent. The Issuer shall appoint the Tender Agent for the Bonds, subject to the conditions set forth in Section 9.17 hereof. The Tender Agent initially appointed hereunder shall be Bankers Trust Company. The Tender Agent shall designate to the 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 Trustee and the Remarketing Agent under which the Tender Agent acknowledges its qualifications 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, give prompt telephonic notice thereof to the Trustee and the Remarketing Agent, specifying the amount of Bonds to be purchased and the Purchase Date, and shall, not later than the following Business Day, confirm such telephonic notice in writing and deliver to the Remarketing Agent, the Trustee and the Credit Bank a copy of such Tender Notice. (2) On each Purchase Date, the Tender Agent shall give the Remarketing Agent and the Trustee telephonic notice, confirmed in writing by the following Business Day, of the aggregate principal amount of Bonds delivered pursuant to Section 2.03. (3) The Tender Agent shall hold all Bonds delivered to it pursuant to Section 2.03 in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds until such Bonds are required by this Indenture to be delivered to the respective purchasers thereof. (4) The Tender Agent shall cancel all Bonds for which it has received written notice of remarketing from the Remarketing Agent and shall register and 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 Tender Agent by the Remarketing Agent pursuant to Section 3.07 hereof. (5) The Tender Agent shall remit the Purchase Price of tendered Bonds to the tendering Bondholders in accordance with Section 3.07 hereof. (6) The Tender Agent shall deliver to the Trustee all tendered Bonds. (7) The Tender Agent shall keep such books and records as shall be consistent with prudent industry practice and shall make such books and records available for inspection by the Issuer, the Trustee and the Credit Bank at all reasonable times. (8) The Tender Agent shall hold all monies representing the Purchase Price of Bonds tendered for purchase in a segregated account and such monies shall be held uninvested prior to the application thereof. Notwithstanding the above provisions, so long as the Bonds are subject to a system of book-entry only transfers pursuant to Section 2.09 hereof, any requirement for the delivery of Bonds to the Tender Agent in connection with an optional or mandatory tender pursuant to Section 2.03 hereof and the payment of the Purchase Price thereof shall be deemed satisfied upon the transfer, on the registration books of DTC, of the beneficial ownership interests in such Bonds tendered for purchase to the account of the Tender Agent, or a Direct Participant acting on behalf of the Tender Agent and the payment of such Purchase Price through the operations of such book-entry only system.
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Tender Agent. The There shall be no Tender Agent during any ------------ ------------ period that the Bonds are held in a Book Entry System. During any period that the Bonds are not held in a Book Entry System, the Borrower shall, with the consent of the Letter of Credit Issuer shall and the Remarketing Agent, appoint the a Tender Agent for the Bonds, subject to the conditions set forth in Section 9.17 hereof. The Tender Agent initially appointed hereunder shall be Bankers Trust Company. The Tender Agent shall designate accept its duties hereunder by written certificate or tender agent agreement delivered to the Trustee its Trustee, which certificate or agreement shall designate the principal office and signify its acceptance of the duties and obligations imposed upon it hereunder Tender Agent. The Tender Agent may at any time resign by a written instrument of acceptance delivered giving thirty (30) days' notice to the Issuer, the Trustee Trustee, the Borrower, the Letter of Credit Issuer and the Remarketing Agent. The Tender Agent under which may be removed at any time by an instrument in writing delivered to the Trustee, the Remarketing Agent and the Tender Agent acknowledges its qualifications to act as by the Borrower, with the prior written approval of the Letter of Credit Issuer. In no event, however, shall any removal of the Tender Agent under this Indenture and agrees, particularly, as follows:
(1) The take effect until a successor Tender Agent shallshall have been appointed. In the case the Tender Agent shall resign or be removed or otherwise become incapable of acting, upon receipt a successor may be appointed by the Borrower with the prior written approval of a Tender Notice from any Bondholderthe Issuer, give prompt telephonic the Remarketing Agent and the Letter of Credit Issuer. Any such successor shall be acceptable to the Trustee, the Remarketing Agent and the Letter of Credit Issuer. Written notice thereof of such appointment shall immediately be given by the Borrower to the Trustee and the Remarketing Agent, specifying Issuer and the amount Trustee shall cause written notice of Bonds such appointment to be purchased and the Purchase Date, and shall, not later than the following Business Day, confirm such telephonic notice in writing and deliver given to the Remarketing AgentBondholders. If 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, the Trustee and the Credit Bank a copy of such Tender Notice.
(2) On each Purchase Date, the shall serve as Tender Agent or shall give the Remarketing Agent and the Trustee telephonic noticeappoint an agent located in New York, confirmed New York to act in writing by the following Business Day, of the aggregate principal amount of Bonds delivered pursuant to Section 2.03.
(3) The its stead. Any successor Tender Agent shall hold all Bonds delivered to it pursuant to Section 2.03 in trust for the benefit of the respective Bondholders which must be an institution rated at least "Baa3/P-3" by ▇▇▇▇▇'▇ Investors Service (or ▇▇▇▇▇'▇ Investors Service shall have so delivered provided written evidence that such Bonds until successor Tender Agent is otherwise acceptable to ▇▇▇▇▇'▇ Investors Service) if the bonds are then rated by ▇▇▇▇▇'▇ Investors Service, 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 required then rated by this Indenture S&P, and authorized by law to be delivered to perform all the respective purchasers thereof.
(4) The Tender Agent shall cancel all Bonds for which duties imposed upon it has received written notice of remarketing from the Remarketing Agent and shall register and 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 as Tender Agent by the Remarketing Agent pursuant to Section 3.07 hereofthis Indenture.
(5) The Tender Agent shall remit the Purchase Price of tendered Bonds to the tendering Bondholders in accordance with Section 3.07 hereof.
(6) The Tender Agent shall deliver to the Trustee all tendered Bonds.
(7) The Tender Agent shall keep such books and records as shall be consistent with prudent industry practice and shall make such books and records available for inspection by the Issuer, the Trustee and the Credit Bank at all reasonable times.
(8) The Tender Agent shall hold all monies representing the Purchase Price of Bonds tendered for purchase in a segregated account and such monies shall be held uninvested prior to the application thereof. Notwithstanding the above provisions, so long as the Bonds are subject to a system of book-entry only transfers pursuant to Section 2.09 hereof, any requirement for the delivery of Bonds to the Tender Agent in connection with an optional or mandatory tender pursuant to Section 2.03 hereof and the payment of the Purchase Price thereof shall be deemed satisfied upon the transfer, on the registration books of DTC, of the beneficial ownership interests in such Bonds tendered for purchase to the account of the Tender Agent, or a Direct Participant acting on behalf of the Tender Agent and the payment of such Purchase Price through the operations of such book-entry only system.
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