Auction Agent. For so long as any Preferred Shares are outstanding, the Auction Agent, duly appointed by the Trust to so act, shall be in each case a commercial bank, trust company or other financial institution independent of the Trust and its affiliates (which however, may engage or have engaged in business transactions with the Trust or its affiliates) and at no time shall the Trust or any of its affiliates act as the Auction Agent in connection with the Auction Procedures. If the Auction Agent resigns or for any reason its appointment is terminated during any period that any Preferred Shares are outstanding, the Board of Trustees shall use its best efforts promptly thereafter to appoint another qualified commercial bank, trust company or financial institution to act as the Auction Agent. The Auction Agent's registry of Existing Holders of Preferred Shares shall be conclusive and binding on the Broker-Dealers. A Broker-Dealer may inquire of the Auction Agent between 3:00 p.m. Eastern time on the Business Day preceding an Auction for shares of a series of Preferred Shares and 9:30 a.m. Eastern time on the Auction Date for such Auction to ascertain the number of shares in respect of which the Auction Agent has determined such Broker-Dealer to be an Existing Holder. If such Broker-Dealer believes it is the Existing Holder of fewer shares of the Series than specified by the Auction Agent in response to such Broker-Dealer's inquiry, such Broker-Dealer may so inform the Auction Agent of that belief. Such Broker-Dealer shall not, in its capacity as Existing Holder of shares of the Series, submit Orders in such Auction in respect of shares of the Series covering in the aggregate more than the number of shares of the Series specified by the Auction Agent in response to such Broker-Dealer's inquiry.
Auction Agent. (i) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (A) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee in writing and having a combined capital stock or surplus of at least $50,000,000, or (B) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A by giving at least 90 days' notice to the Trustee, each Broker-Dealer and the Issuer. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer or the Registered Owners of 51% of the aggregate principal amount of the Auction Rate Notes then Outstanding, and if by such Registered Owners, by an instrument signed by such Registered Owners or their attorneys and filed with the Auction Agent, the Issuer and the Trustee upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the Issuer, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer and the Issuer in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.
Auction Agent. (a) The Auction Agent shall be appointed by the Company with the consent of the Bond Insurer, to perform the functions specified herein. The Auction Agent shall designate its Principal Office and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument, delivered to the Company, the Trustee, the Issuer and each Broker-Dealer which shall set forth such procedural and other matters relating to the implementation of the Auction Procedures as shall be satisfactory to the Issuer, the Company and the Trustee.
Auction Agent. 32 SECTION 2.03.2.6. Broker-Dealers..................................................... 33 SECTION 2.03.2.7 Changes in Auction Period or Periods................................ 33 SECTION 2.03.2.8 Changes in the Interest Determination Date.......................... 34 SECTION 2.03.2.9 Auction Period Conversions.......................................... 35
Auction Agent. The Auction Agent may terminate this Agreement upon written notice to the Corporation on the date specified in such notice, which date shall be no earlier than 30 days after the date of delivery of such notice.
Auction Agent. For so long as any Preferred Shares are outstanding, the Auction Agent, duly appointed by the Trust so to act, shall be in each case a commercial bank, trust company or other institution independent of the Trust and its Affiliates (which, however, may engage or have engaged in business transactions with the Trust or its Affiliates), and at no time shall the Trust or any of its Affiliates act as the Auction Agent in connection with the Auction Procedures. If the Auction Agent resigns or for any reason its appointment is terminated during any period that any Preferred Shares are outstanding, the Trustees shall attempt to appoint another qualified commercial bank, trust company or other institution to act as the Auction Agent. The Auction Agent's registry of Existing Holders of the Preferred Shares shall be conclusive and binding on the Broker-Dealers.
Auction Agent. The term “
Auction Agent. 25 SECTION 2.5.5. BROKER-DEALERS..................................26 SECTION 2.5.6. CHANGES IN AUCTION PERIOD OR PERIODS............27 SECTION 2.5.7. CHANGES IN THE AUCTION DATE.....................28 SECTION 2.6. ADDITIONAL PROVISIONS REGARDING THE SERIES INTEREST RATES ON THE NOTES......................................28 SECTION 2.7. QUALIFICATIONS OF MARKET AGENT..........................29 ARTICLE III. DISTRIBUTIONS....................................................29
Auction Agent. 29 Section 9. Broker-Dealers................................................................................. 30 Section 10. Changes in Auction Period or Periods........................................................... 30 Section 11. Changes in the Auction Date.................................................................... 31 Section 12. Additional Provisions Regarding the Applicable Interest Rate................................... 32 Section 13. Qualifications of Market Agent................................................................. 32 Section 14. Purposes of Issuance of Series 2002 Notes...................................................... 33 Section 15. Deposit of Series 2002 Note Proceeds........................................................... 33 Section 16. Redemption of Series 2002 Notes................................................................ 33 Section 17. Book-Entry Series 2002 Notes................................................................... 34 Section 18. Limitation on Note Fees........................................................................ 36 Section 19. Limitation on Acquisition of Alternative Loans................................................. 37 Section 20. Certain Designations Pursuant to the Indenture................................................. 37 Section 21. Mandatory Redemption of or Distributions of Principal with Respect to Notes.................... 38 Section 22. List of Non-Business Days...................................................................... 38 Section 23. Transfer Restrictions.......................................................................... 38 Section 24. Certain Findings, Determinations and Designations.............................................. 39 Section 25. Student Loan Sale Limitations.................................................................. 39 Section 26. Governing Law.................................................................................. 40 Section 27. Headings; Table of Contents.................................................................... 40 Section 28. Severability................................................................................... 40 Section 29. Counterparts................................................................................... 40 Section 30. Effect of Second Supplemental Indenture........................................................ 40 Exhibit A Form of Series 2002A Notes.......................
Auction Agent. For so long as any shares of ATP are Outstanding, the Auction Agent, duly appointed by the Corporation to so act, shall be in each case a commercial bank, trust company or other financial institution independent of the Corporation and its Affiliates (which, however, may engage or have engaged in business transactions with the Corporation or its Affiliates) and at no time shall the Corporation or any of its Affiliates act as the Auction Agent in connection with the Auction Procedures. If the Auction Agent resigns or for any reason its appointment is terminated during any period that any shares of ATP are Outstanding, the Corporation shall use its best efforts promptly thereafter to appoint another qualified commercial bank, trust company or financial institution to act as the Auction Agent.
