Common use of Qualifications of Tender Agent Clause in Contracts

Qualifications of Tender Agent. (a) The Tender Agent shall be a bank, shall have a capitalization of at least $25,000,000 and shall be 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 its duties hereunder by giving at least sixty (60) calendar days' notice to the Issuer, the Letter of Credit Provider, the Lessee, the Remarketing Agent, the Trustee and the Owners. The Tender Agent may be removed at any time by an instrument signed by the Lessee and reasonably approved by the Letter of Credit Provider and filed with the Issuer, the Remarketing Agent, the Letter of Credit Provider, the Trustee and the Owners; provided that neither such resignation nor such removal shall be effective unless and until a successor Tender Agent has been appointed by the Lessee and reasonably approved by the Letter of Credit Provider. (b) In the event of the resignation or removal of the Tender Agent, the Tender Agent shall pay over, assign and deliver any moneys and Series 1998A Bonds held by it in such capacity to its successor or, if there be no successor, to the Trustee. Any successor Tender Agent shall designate to the Trustee, the Remarketing Agent, the Lessee, the Owners and the Letter of Credit Provider its Principal Office and signify its acceptance of the duties and obligations imposed upon it hereunder by entering into a tender agreement or other written agreement satisfactory to the Trustee, the Remarketing Agent, the Lessee and the Letter of Credit Provider, a copy of which shall be delivered to the Issuer, under which the successor Tender Agent acknowledges its qualifications and authority to act as Tender Agent under this Indenture and agrees to the provisions set forth in subparagraphs (a), (b), (c), (d) and (e) of Section 915. (c) If the Lessee fails to appoint a Tender Agent hereunder, or if the Tender Agent resigns or is removed, or is dissolved, or if the property or affairs of the Tender Agent are taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Lessee has not appointed its successor as Tender Agent, the Trustee, upon receipt of written notice from the Lessee and notwithstanding the provisions of paragraph (a), shall ipso facto be deemed to be the Tender Agent for all purposes of this Indenture until the appointment by the Lessee of the successor Tender Agent and approval thereof by the Letter of Credit Provider.

Qualifications of Tender Agent. (a) The Tender Agent shall be a bankcommercial bank or trust company with a principal office, shall have or with an affiliate with an office, in Los Angeles, California, having a capitalization of at least $25,000,000 10,000,000 and shall be authorized by law to perform all the duties imposed upon it by this Indenture; provided that, in any event, the Trustee may serve as the Tender Agent so long as the Bonds are in “book-entry-only” form. The Tender Agent shall be an affiliate of the Trustee (unless the Tender Agent is the Trustee), unless the Trustee has no affiliate meeting the requirements of the first sentence of this Section, in which case the selection of the Tender Agent shall be an entity appointed by the Trustee with the written consent of the Credit Facility Provider and the Issuer. The Tender Agent may at any time resign and be discharged of its duties hereunder by giving at least sixty (60) calendar days' ’ notice to the Trustee, the Issuer, the Letter of Credit Provider, the Lessee, the Remarketing Agent, the Trustee Borrower and the OwnersCredit Facility Provider. The Tender Agent may be removed at any time time, with the written consent of the Credit Facility Provider and by an instrument signed by the Lessee and reasonably approved by the Letter of Credit Provider Trustee and filed with the IssuerTender Agent, the Remarketing Agent, the Letter of Credit Provider, the Trustee Agent and the Owners; provided that neither such resignation nor such removal shall be effective unless and until a successor Tender Agent has been appointed by the Lessee and reasonably approved by the Letter of Credit Provider. (b) Issuer. In the event of the resignation or removal of the Tender Agent, the Tender Agent shall pay over, assign and deliver any moneys and Series 1998A Bonds held by it in such capacity capacity, and shall deliver all books and records relating thereto, to its successor or, if there be no successor, to the Trustee. Any successor Tender Agent In the event that the Trustee shall designate to the Trustee, the Remarketing Agent, the Lessee, the Owners and the Letter of Credit Provider its Principal Office and signify its acceptance of the duties and obligations imposed upon it hereunder by entering into a tender agreement or other written agreement satisfactory to the Trustee, the Remarketing Agent, the Lessee and the Letter of Credit Provider, a copy of which shall be delivered to the Issuer, under which the successor Tender Agent acknowledges its qualifications and authority to act as Tender Agent under this Indenture and agrees to the provisions set forth in subparagraphs (a), (b), (c), (d) and (e) of Section 915. (c) If the Lessee fails fail to appoint a Tender Agent hereunder, or if in the event that the Tender Agent resigns shall resign or is be removed, or is be dissolved, or if the property or affairs of the Tender Agent are shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Lessee has Trustee shall not have appointed its successor as Tender Agent, the Trustee, upon receipt of written notice from the Lessee and notwithstanding the provisions of the first paragraph (a)of this Section 10.08, shall ipso facto be deemed to be the Tender Agent for all purposes of this Indenture until the appointment by the Lessee Trustee of the Tender Agent or a successor Tender Agent, as the case may be, notwithstanding the fact that the Trustee may not meet the qualifications set forth in the first paragraph of this Section 10.08. Insofar as such provisions may be applicable, the Tender Agent shall enjoy the same protective provisions in the performance of its duties hereunder as are specified in Sections 7.01 and approval thereof by 7.02 with respect to the Letter of Credit ProviderTrustee. The Tender Agent shall perform such duties, and only such duties, as are specifically set forth in this Indenture and the Agreement and no implied covenants shall be read into this Indenture or the Agreement against the Tender Agent.

Qualifications of Tender Agent. (a) The Tender Agent shall be a bankcommercial bank or trust company with trust powers with a principal office, shall have or an affiliate with a capitalization principal office, in New York, New York, having a combined capital and surplus of at least $25,000,000 50,000,000 and shall be authorized by law to perform all the duties imposed upon it by this Indenture. The Tender Agent shall be an affiliate of the Trustee (unless the Trustee is the Tender Agent) unless the Trustee has no affiliate meeting the requirements of the first sentence of this Section, in which case the selection of the Tender Agent shall be subject to the approval of the Credit Bank. The Tender Agent initially appointed hereunder, in the event that the Bonds cease to be in a Book-Entry System, is Bankers Trust Company of California, N.A. The Tender Agent may at any time resign and be discharged of its duties hereunder by giving at least sixty thirty (6030) calendar days' notice to the IssuerTrustee, the Letter of Credit Provider, the Lessee, the Remarketing Agent, the Trustee Issuer and the OwnersCredit Bank. The Tender Agent may be removed at any time time, with the approval of the Credit Bank, by an instrument signed by the Lessee and reasonably approved by the Letter of Credit Provider Trustee and filed with the IssuerTender Agent, the Remarketing Agent, the Letter of Credit Provider, the Trustee Agent and the Owners; provided that neither such resignation nor such removal shall be effective unless and until a successor Tender Agent has been appointed by the Lessee and reasonably approved by the Letter of Credit Provider. (b) Issuer. In the event of the resignation or removal of the Tender Agent, the Tender Agent shall pay over, assign and deliver any moneys and Series 1998A Bonds held by it in such capacity capacity, and shall deliver all books and records relating thereto, to its successor or, if there be no successor, to the Trustee. Any successor In the event that the initial Tender Agent shall designate to the Trustee, the Remarketing Agent, the Lessee, the Owners and the Letter of Credit Provider its Principal Office and signify its acceptance of the duties and obligations imposed upon it hereunder by entering into a tender agreement resign or other written agreement satisfactory to the Trustee, the Remarketing Agent, the Lessee and the Letter of Credit Provider, a copy of which shall be delivered to the Issuer, under which the successor Tender Agent acknowledges its qualifications and authority to act as Tender Agent under this Indenture and agrees to the provisions set forth in subparagraphs (a), (b), (c), (d) and (e) of Section 915. (c) If the Lessee fails to appoint a Tender Agent hereunder, or if the Tender Agent resigns or is removed, or is be dissolved, or if the property or affairs of the Tender Agent are shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Lessee has Issuer shall not have appointed its successor as Tender Agent, the Trustee, upon receipt of written notice from the Lessee and notwithstanding the provisions of the first paragraph (a)of this Section 9.17, shall ipso facto be deemed to be the Tender Agent for all purposes of this Indenture until the appointment by the Lessee Trustee of the Tender Agent or a successor Tender Agent, as the case may be, notwithstanding the fact that the Trustee may not meet the qualifications set forth in the first paragraph of this Section 9.17. The Tender Agent shall pay to tendering Bondholders the Purchase Price of any Bonds for which it has received a Tender Notice and approval thereof by which have not been remarketed pursuant to Section 3.07 hereof, but solely from amounts received pursuant to a draw under the Letter of Credit ProviderCredit; and the Tender Agent shall pay to tendering Bondholders the Purchase Price of any Bonds for which it has received a Tender Notice and which have been remarketed pursuant to Section 3.07 hereof, but solely from amounts received from the Remarketing Agent. Insofar as such provisions may be applicable, the Tender Agent shall enjoy the same protective provisions in the performance of its duties hereunder with respect to the Trustee. The Tender Agent shall perform such duties, and only such duties, as are specifically set forth in this Indenture and the Agreement and no implied duties or covenants shall be read into this Indenture or the Agreement against the Tender Agent.