Common use of The Tender Agent Clause in Contracts

The Tender Agent. (a) The Tender Agent shall be The Bank of New York Trust Company, N. A. The Company shall appoint any successor Tender Agent for the Bonds, subject to the conditions set forth in Section 13.02(b). The Tender Agent shall designate its 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 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 5.01, 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 5.01 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 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 Company as contemplated by Section 5.04(a)(iii); (iv) to hold Bonds purchased pursuant to Section 5.01 with moneys representing the proceeds of a drawing under th▇ ▇▇▇dit Facility by the Trustee as contemplated by Section 5.05; 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 Issuer, the Trustee, the Credit Facility Issuer and the Company at all reasonable times. (b) The Tender Agent shall be a Paying Agent for the Bonds duly qualified under 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 thirty (30) days’ notice to the Issuer, the Trustee, the Company, the Credit Facility Issuer and the Remarketing Agent. In the event that the Company 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 ▇▇▇▇▇▇der. Any successor Ten▇▇▇ ▇▇ent appointed hereunder shall be acceptable to the Credit Facility Issuer and the Remarketi▇▇ ▇▇▇nt. The Tender Agent may be removed at any time with the consent of the Credit Facility Issuer by an instrument signed by the Company, filed with the Issuer, the Trustee, the Remarketing Agent and the Credit Facility Issuer. 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 Tender Agent shall be the Trustee, or such other person as the Borrower may appoint meeting the requirements of this Section 429. The Bank of New York Trust Company, N. A. The Company Borrower shall appoint any successor Tender Agent for the Bonds, subject to the conditions set forth in subsection (b) of this Section 13.02(b)429. The Any Tender Agent which is not also the Trustee shall designate its Designated 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 IssuerBorrower, the Trustee, the Company, the Remarketing Agent 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 5.01Sections 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 5.01 Sections 424 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 entity 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) entity; to hold Bonds for the account of the Company Borrower as contemplated by subsection (a)(iii) of Section 5.04(a)(iii); (iv) to hold Bonds purchased pursuant to Section 5.01 with moneys representing the proceeds of a drawing under th▇ ▇▇▇dit Facility by the Trustee as contemplated by Section 5.05426; and (v) and 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 Credit Facility Issuer Borrower and the Company Trustee at all reasonable times. (b) . The Tender Agent shall be a Paying Agent for corporation duly organized under the Bonds duly qualified under Section 10.01 laws of the United States of America or any state or territory thereof 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 thirty sixty (3060) days’ ' notice to the IssuerBorrower, the Trustee, the CompanyIssuer, the Credit Facility Issuer and the Remarketing Agent. In the event that the Company 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. Any successor Tender Agent appointed hereunder shall also be appointed a Paying Agent ▇▇▇▇▇▇der. Any successor Ten▇▇▇ ▇▇ent appointed hereunder shall be acceptable to the Credit Facility Issuer and the Remarketi▇▇ ▇▇▇nt. The Tender Agent may be removed at any time with the consent of the Credit Facility Issuer by an instrument signed by the CompanyBorrower, filed with the Issuer, the Trustee, the Remarketing Agent and the Credit Facility Issuer. 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 First Union National Bank as Tender Agent shall be The Bank of New York Trust Companyunder this Indenture, N. A. The Company shall appoint any successor Tender Agent for the Bondswhich agent has a corporate trust office in Charlotte, subject to the conditions set forth in Section 13.02(b)North Carolina. The Tender Agent shall designate its Designated Office and signify its acceptance any successor Tender Agent, by execution hereof in the case of the duties and obligations imposed upon it hereunder Trustee simultaneously serving as Tender Agent, or by a other written instrument of acceptance delivered to the Issuer, the Trustee, the Company, the Remarketing Agent Trustee and the Credit Facility Issuer in which Borrower, shall accept the Tender Agent will agree, particularly: (i) to hold all Bonds delivered to duties and obligations imposed on it pursuant to Section 5.01, 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 5.01 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 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 Company as contemplated by Section 5.04(a)(iii); (iv) to hold Bonds purchased pursuant to Section 5.01 with moneys representing the proceeds of a drawing under th▇ ▇▇▇dit Facility by the Trustee as contemplated by Section 5.05; 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 Issuer, the Trustee, the Credit Facility Issuer and the Company at all reasonable timesthis Indenture. (b) The Tender Agent shall be a Paying Agent for the Bonds duly qualified under Section 10.01 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 thirty (30) 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 CompanyRemarketing Agent and the Borrower, 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 by the Borrower with the consent of the Issuer, by written notice signed by the Borrower delivered to the Trustee, the Remarketing Agent, the Credit Facility Issuer and the Remarketing Tender Agent. In the event that the Company shall fail to appoint a successor Tender Agent, upon the Upon resignation or removal of the Tender Agent, the Trustee Borrower with the consent of the Issuer shall either 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 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 itself 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. Any successor Agent in accordance with this SECTION 1202. (d) The Tender Agent appointed hereunder shall also be appointed a Paying Agent ▇▇▇▇▇▇der. Any successor Ten▇▇▇ ▇▇ent appointed hereunder shall be acceptable have no responsibility with respect to the Credit Facility Issuer and source of any funds provided to it for the Remarketi▇▇ ▇▇▇ntpurpose 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 removed at any time payable in connection with the consent purchase of the Credit Facility Issuer by an instrument signed Bonds and may rely conclusively on the computation of such accrued interest by the CompanyTrustee pursuant to the Indenture. The Tender Agent shall have no obligation to expend its own funds in connection with any such purchase, filed and shall have no obligation to pay 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 fullest 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 the Issuerits duties, the Trustee, the Remarketing Agent or those of its employees or agents arising from their performance under this Agreement and the Credit Facility Issuer. In the event Indenture, except for liabilities, losses, damages, costs, expenses and fees arising out of the resignation gross negligence or removal willful misconduct of the Tender Agent, Agent or its employees or agents. (f) The Borrower shall pay the Tender Agent such fees and charges as shall deliver any Bonds 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 moneys held by it in such capacity to its successor or, if there is no successor, to other expenses associated with the Trusteegiving of notices and messenger delivery.

The Tender Agent. (a) The Tender Agent shall be the Trustee, or such other person as the Borrower may appoint meeting the requirements of this Section 429. The Bank of New York Trust Company, N. A. The Company Borrower shall appoint any successor Tender Agent for the Bonds, subject to the conditions set forth in subsection (b) of this Section 13.02(b)429. The Any Tender Agent which is not also the Trustee shall designate its Designated 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 Issuer, Borrower and the Trustee, the 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 5.01Sections 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 5.01 Sections 424 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 entity 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) entity; to hold Bonds for the account of the Company Borrower as contemplated by subsection (a)(iii) of Section 5.04(a)(iii); (iv) to hold Bonds purchased pursuant to Section 5.01 with moneys representing the proceeds of a drawing under th▇ ▇▇▇dit Facility by the Trustee as contemplated by Section 5.05426; and (v) and 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 Credit Facility Issuer Borrower and the Company Trustee at all reasonable times. (b) . The Tender Agent shall be a Paying Agent for corporation duly organized under the Bonds duly qualified under Section 10.01 laws of the United States of America or any state or territory thereof 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 thirty sixty (3060) days’ ' notice to the Borrower, the Issuer, the Trustee, the Company, the Credit Facility Issuer Trustee and the Remarketing Agent. In the event that the Company 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. Any successor Tender Agent appointed hereunder shall also be appointed a Paying Agent ▇▇▇▇▇▇der. Any successor Ten▇▇▇ ▇▇ent appointed hereunder shall be acceptable to the Credit Facility Issuer and the Remarketi▇▇ ▇▇▇nt. The Tender Agent may be removed at any time with the consent of the Credit Facility Issuer by an instrument signed by the CompanyBorrower, filed with the Issuer, the Trustee, the Remarketing Agent Issuer and the Credit Facility IssuerRemarketing 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 The Bank of New York Trust CompanyStar Bank, N. A. 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 13.02(b)12.02(b) hereof. The Any successor Tender Agent shall designate its Designated 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, the Company, the Remarketing Agent 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 5.013.01 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 5.01 3.01 hereof 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 entity 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 Dateentity; (iii) to hold Bonds for the account of the Company Issuer as contemplated by Section 5.04(a)(iii)3.04(a)(iii) hereof; (iv) to hold Bonds purchased pursuant to Section 5.01 3.01 with moneys representing the proceeds of a drawing under th▇ ▇▇▇dit the Credit Facility by the Trustee to be held pursuant to Section 3.05 as contemplated by Section 5.05agent 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 Issuer, the Trustee, the Credit Facility Issuer Trustee and the Company Issuer at all reasonable times. (b) The Tender Agent shall be a Paying Agent for corporation duly organized under the laws of the United States of America or any state or territory thereof, and, if the Bonds duly 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 Section 10.01 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 thirty (30) 60 days’ ' notice to the Issuer, the Trustee, the CompanyIssuer, 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 ▇▇▇▇▇▇der. Any successor Ten▇▇▇ ▇▇ent appointed hereunder shall be acceptable to the Credit Facility Issuer and the Remarketi▇▇ ▇▇▇nt. The Tender Agent may be removed at any time with the consent of the Credit Facility Issuer by an instrument signed by the CompanyCompany on behalf of the Issuer, filed with the Issuer, 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 Tender Agent shall be The Bank of New York Trust CompanyHuntington National Bank, N. A. having its Principal Office at ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇. The Company Issuer shall appoint any successor Tender Agent for the BondsNotes, as necessary, subject to the conditions set forth in Section 13.02(b)12.02(b) hereof. The Any successor Tender Agent shall designate its Designated 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, the Company, the Remarketing Agent 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 5.013.01 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 5.01 3.01 hereof 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 Notes purchased with such moneys shall have been delivered to or for the account of such Person person or entity 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 Dateentity; (iii) to hold Bonds Notes for the account of the Company Issuer as contemplated by Section 5.04(a)(iii)3.04(a)(iii) hereof; (iv) to hold Bonds Notes purchased pursuant to Section 5.01 3.01 with moneys representing the proceeds of a drawing under th▇ ▇▇▇dit the Credit Facility by the Trustee to be held pursuant to Section 3.05 as contemplated by Section 5.05agent 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 Issuer, the Trustee, the Credit Facility Issuer Trustee and the Company Issuer at all reasonable times. (b) The Tender Agent shall be a Paying Agent for corporation duly organized under the Bonds duly laws of the United States of America or any state or territory thereof, and, if the Notes are rated by ▇▇▇▇▇'▇ and, if not a bank or trust company rated at least Baa3/P3 or otherwise qualified by ▇▇▇▇▇'▇, 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 Section 10.01 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 thirty (30) 60 days’ ' notice to the Issuer, the Trustee, the CompanyIssuer, the Credit Facility Issuer and the Remarketing Agent. In the event that the Company 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 ▇▇▇▇▇▇der. Any successor Ten▇▇▇ ▇▇ent appointed hereunder shall be acceptable to the Credit Facility Issuer and the Remarketi▇▇ ▇▇▇nt. The Tender Agent may be removed at any time with the consent of the Credit Facility Issuer by an instrument signed by the CompanyIssuer, filed with the Issuer, the Trustee, the Remarketing Agent and the Credit Facility Issuer. 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 Tender Agent shall be The Bank of New York Trust CompanyAgency hereby appoints ▇▇▇▇▇ Fargo, N. A. The Company shall appoint any successor Bank, National Association, as the initial Tender Agent for the 2010 Bonds, subject to the conditions set forth in Section 13.02(b). The and it and each successor Tender Agent appointed in accordance with this Fiscal Agent Agreement shall designate its Designated Principal Office and signify its acceptance of the duties and obligations imposed upon it hereunder as described herein by a written instrument of acceptance delivered to the IssuerAgency, the TrusteeCity, the CompanyFiscal Agent, the each Remarketing Agent and the each Credit Facility Issuer in Provider under which the Tender Agent will agree, particularly: (ia) to hold all 2010 Bonds delivered to it pursuant to Section 5.01, as agent and bailee of, and for purchase hereunder in escrow trust for the exclusive benefit of, of the respective owners thereof Holders that shall have so delivered such 2010 Bonds until moneys representing the purchase price of such 2010 Bonds shall have been delivered to or for the account of or to the order of such ownersHolders; (iib) to hold all moneys (without investment thereof) moneys, other than proceeds of drawings upon the Credit Facilities, delivered to it hereunder for the purchase of 2010 Bonds pursuant to Section 5.01 as agent and bailee of, and in escrow trust for the exclusive benefit of, of the Person or entity which persons that shall have so delivered such moneys until the 2010 Bonds purchased with such moneys shall have been delivered to or it for the account of such Person or entity and thereafter to hold such moneys (without investment thereof) as agent and bailee ofpersons and, and in escrow thereafter, for the benefit of, of the Person or entity which shall be entitled thereto on the Purchase DateHolders tendering such 2010 Bonds; (iiic) to hold all moneys delivered to it hereunder from drawings under the Credit Facilities for the purchase of 2010 Bonds in trust for the exclusive benefit of the Bondholders who shall deliver 2010 Bonds to it, for purchase until the 2010 Bonds purchased with such moneys shall have been delivered to the Tender Agent for the account of the Company as contemplated by Section 5.04(a)(iii)Credit Providers; (iv) to hold Bonds purchased pursuant to Section 5.01 with moneys representing the proceeds of a drawing under th▇ ▇▇▇dit Facility by the Trustee as contemplated by Section 5.05; 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 Issuer, the Trustee, the Credit Facility Issuer and the Company at all reasonable times. (b) The Tender Agent shall be a Paying Agent for the Bonds duly qualified under 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 thirty (30) days’ notice to the Issuer, the Trustee, the Company, the Credit Facility Issuer and the Remarketing Agent. In the event that the Company 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 ▇▇▇▇▇▇der. Any successor Ten▇▇▇ ▇▇ent appointed hereunder shall be acceptable to the Credit Facility Issuer and the Remarketi▇▇ ▇▇▇nt. The Tender Agent may be removed at any time with the consent of the Credit Facility Issuer by an instrument signed by the Company, filed with the Issuer, the Trustee, the Remarketing Agent and the Credit Facility Issuer. 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.