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.
Appears in 14 contracts
Samples: Bylaws (RMR Dividend Capture Fund), Bylaws (RMR Dividend Capture Fund), Bylaws (RMR Hospitality & Real Estate Fund)
Auction Agent. For so long as any shares of Municipal 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 shares of Municipal 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 shares of a series of Municipal 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 P.M. on the Business Day preceding an Auction for shares of a series of Municipal Preferred Shares and 9:30 a.m. Eastern time A.M. on the Auction Date for such Auction to ascertain the number of shares of a series 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 such 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 Seriessuch series, submit Orders in such Auction in respect of shares of the Series such series covering in the aggregate more than the number of shares of the Series such series specified by the Auction Agent in response to such Broker-Dealer's inquiry.
Appears in 4 contracts
Samples: By Laws (Colonial California Insured Municipal Fund), By Laws (Colonial Insured Municipal Fund), By Laws (Colonial Insured Municipal Fund)
Auction Agent. For so long (i) The Bank of New York is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Indenture Trustee and the Issuer will, and the Indenture Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with The Bank of New York, 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 Preferred Shares are outstandingstate or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Indenture 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-2 by giving at least 90 days’ notice to the Indenture Trustee, each Broker-Dealer and the Issuer. The Auction Agent may be removed at any time by the Indenture Trustee upon the written direction of an Authorized Officer or by the holders of a majority of the aggregate principal amount of the Auction Rate Notes then Outstanding, and if by such Noteholders, by an instrument signed by such Noteholders or their attorneys and filed with 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 Issuer and the Indenture Trustee upon at least 90 days’ written notice. Neither resignation nor removal 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 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 Indenture Trustee, each Broker-Dealer and the Issuer in connection writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Procedures. Agent Agreement, the Auction Agent does not receive such payment.
(ii) If the Auction Agent resigns shall resign or be removed or be dissolved, or if the property or affairs of the Auction Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any reason its appointment is terminated during any period that any Preferred Shares are outstandingother reason, the Board Indenture Trustee at the direction of Trustees an Authorized Officer, shall use its best efforts promptly thereafter to appoint another qualified commercial banka Substitute Auction Agent.
(iii) The Auction Agent is acting as agent for the Issuer in connection with Auctions. In the absence of bad faith, trust company or financial institution negligent failure to act as the Auction Agent. The Auction Agent's registry of Existing Holders of Preferred Shares shall be conclusive and binding or negligence on the Broker-Dealers. A Broker-Dealer may inquire of its part, the Auction Agent between 3:00 p.m. Eastern time on shall not be liable for any action taken, suffered or omitted or any error of judgment made by it in the Business Day preceding an Auction for shares performance 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 its duties under the Auction Agent has determined such Broker-Dealer to Agreement and shall not be an Existing Holder. If such Broker-Dealer believes it is the Existing Holder liable for any error of fewer shares of the Series than specified by judgment made in good faith unless the Auction Agent shall have been negligent in response ascertaining (or failing to such Broker-Dealer's inquiry, such Broker-Dealer may so inform ascertain) 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 inquirypertinent facts.
Appears in 4 contracts
Samples: Indenture (SLM Private Credit Student Loan Trust 2007-A), Indenture (SLM Student Loan Trust 2006-7), Indenture (SLM Student Loan Trust 2007-5)
Auction Agent. For so long (i) The Bank of New York is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Indenture Trustee and the Issuer will, and the Indenture Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with The Bank of New York, 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 Preferred Shares are outstandingstate or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Indenture 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-2 by giving at least 90 days' notice to the Indenture Trustee, each Broker-Dealer and the Issuer. The Auction Agent may be removed at any time by the Indenture Trustee upon the written direction of an Authorized Officer or by the holders of a majority of the aggregate principal amount of the Auction Rate Notes then Outstanding, and if by such Noteholders, by an instrument signed by such Noteholders or their attorneys and filed with 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 Issuer and the Indenture Trustee upon at least 90 days' written notice. Neither resignation nor removal 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 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 Indenture Trustee, each Broker-Dealer and the Issuer in connection writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Procedures. Agent Agreement, the Auction Agent does not receive such payment.
(ii) If the Auction Agent resigns shall resign or be removed or be dissolved, or if the property or affairs of the Auction Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any reason its appointment is terminated during any period that any Preferred Shares are outstandingother reason, the Board Indenture Trustee at the direction of Trustees an Authorized Officer, shall use its best efforts promptly thereafter to appoint another qualified commercial banka Substitute Auction Agent.
(iii) The Auction Agent is acting as agent for the Issuer in connection with Auctions. In the absence of bad faith, trust company or financial institution negligent failure to act as the Auction Agent. The Auction Agent's registry of Existing Holders of Preferred Shares shall be conclusive and binding or negligence on the Broker-Dealers. A Broker-Dealer may inquire of its part, the Auction Agent between 3:00 p.m. Eastern time on shall not be liable for any action taken, suffered or omitted or any error of judgment made by it in the Business Day preceding an Auction for shares performance 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 its duties under the Auction Agent has determined such Broker-Dealer to Agreement and shall not be an Existing Holder. If such Broker-Dealer believes it is the Existing Holder liable for any error of fewer shares of the Series than specified by judgment made in good faith unless the Auction Agent shall have been negligent in response ascertaining (or failing to such Broker-Dealer's inquiry, such Broker-Dealer may so inform ascertain) 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 inquirypertinent facts.
Appears in 3 contracts
Samples: Indenture (SLM Education Credit Funding LLC), Indenture (SLM Education Credit Funding LLC), Indenture (SLM Education Credit Funding LLC)
Auction Agent. For so long (i) The Bank of New York is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Indenture Trustee and the Issuer will, and the Indenture Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with The Bank of New York, 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 Preferred Shares are outstandingstate or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Indenture 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-2 by giving at least 90 days' notice to the Indenture Trustee, each Broker-Dealer and the Issuer. The Auction Agent may be removed at any time by the Indenture Trustee upon the written direction of an Authorized Officer or by the holders of a majority of the aggregate principal amount of the Auction Rate Notes then Outstanding, and if by such Noteholders, by an instrument signed by such Noteholders or their attorneys and filed with 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 Issuer and the Indenture Trustee upon at least 90 days' written notice. Neither resignation nor removal 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 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 Indenture Trustee, each Broker-Dealer and the Issuer in connection writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Procedures. Agent Agreement, the Auction Agent does not receive such payment.
(ii) If the Auction Agent resigns shall resign or be removed or be dissolved, or if the property or affairs of the Auction Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any reason its appointment is terminated during any period that any Preferred Shares are outstandingother reason, the Board Indenture Trustee at the direction of Trustees an Authorized Officer, shall use its best efforts promptly thereafter to appoint another qualified commercial banka Substitute Auction Agent.
(iii) The Auction Agent is acting as agent for the Issuer in connection with Auctions. In the absence of bad faith, trust company or financial institution negligent failure to act as the Auction Agent. The Auction Agent's registry of Existing Holders of Preferred Shares shall be conclusive and binding or negligence on the Broker-Dealers. A Broker-Dealer may inquire of its part, the Auction Agent between 3:00 p.m. Eastern time on shall not be liable for any action taken, suffered or omitted or any error of judgment made by it in the Business Day preceding an Auction for shares performance 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 its duties under the Auction Agent has determined such Broker-Dealer to Agreement and shall not be an Existing Holder. If such Broker-Dealer believes it is the Existing Holder liable for any error of fewer shares of the Series than specified by judgment made in good faith unless the Auction Agent shall have been negligent in response ascertaining (or failing to such Broker-Dealer's inquiry, such Broker-Dealer may so inform ascertain) 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 inquirypertinent facts.
Appears in 3 contracts
Samples: Indenture (SLM Funding Corp), Indenture (SLM Funding LLC), Indenture (SLM Funding LLC)
Auction Agent. For so long (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 Preferred Shares are outstandingstate 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, duly appointed by the Trust to so act, shall be in each case a commercial bank, trust company or other financial institution independent Issuer and the Trustee upon at least 90 days' written notice. Neither resignation nor removal 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 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 connection writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Procedures. Agent Agreement, the Auction Agent does not receive such payment.
(ii) If the Auction Agent resigns shall resign or be removed or be dissolved, or if the property or affairs of the Auction Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any reason its appointment is terminated during any period that any Preferred Shares are outstandingother reason, the Board Trustee at the direction of Trustees an Authorized Officer, shall use its best efforts promptly thereafter to appoint another qualified commercial banka Substitute Auction Agent.
(iii) The Auction Agent is acting as agent for the Issuer in connection with Auctions. In the absence of bad faith, trust company or financial institution negligent failure to act as the Auction Agent. The Auction Agent's registry of Existing Holders of Preferred Shares shall be conclusive and binding or negligence on the Broker-Dealers. A Broker-Dealer may inquire of its part, the Auction Agent between 3:00 p.m. Eastern time on shall not be liable for any action taken, suffered or omitted or any error of judgment made by it in the Business Day preceding an Auction for shares performance 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 its duties under the Auction Agent has determined such Broker-Dealer to Agreement and shall not be an Existing Holder. If such Broker-Dealer believes it is the Existing Holder liable for any error of fewer shares of the Series than specified by judgment made in good faith unless the Auction Agent shall have been negligent in response ascertaining (or failing to such Broker-Dealer's inquiry, such Broker-Dealer may so inform ascertain) 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 inquirypertinent facts.
Appears in 2 contracts
Samples: Supplemental Indenture of Trust (Nelnet Student Loan Corp- 2), Supplemental Indenture of Trust (Nelnet Inc)
Auction Agent. For so long as any shares of Municipal 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 shares of Municipal 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 shares of a series of Municipal Preferred Shares shall be conclusive and binding on the Broker-Dealers. A Broker-Dealer may inquire of the Auction Agent between -66- 67 3:00 p.m. Eastern time on the Business Day preceding an Auction for shares of a series of Municipal Preferred Shares and 9:30 a.m. Eastern time on the Auction Date for such Auction to ascertain the number of shares of a series 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 such 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 Seriessuch series, submit Orders in such Auction in respect of shares of the Series such series covering in the aggregate more than the number of shares of the Series such series specified by the Auction Agent in response to such Broker-Dealer's inquiry.
Appears in 2 contracts
Samples: By Laws (Colonial New York Insured Municipal Fund), By Laws (Colonial California Insured Municipal Fund)
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 ’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 applicable Series than specified by the Auction Agent in response to such Broker-Dealer's ’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 such Series, submit Orders in such Auction in respect of shares of the such Series covering in the aggregate more than the number of shares of the such Series specified by the Auction Agent in response to such Broker-Dealer's ’s inquiry.
Appears in 2 contracts
Samples: Bylaws (RMR Real Estate Income Fund), Bylaws (RMR Real Estate Income Fund)
Auction Agent. For so long (i) Deutsche Bank Trust Company Americas is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Indenture Trustee and the Issuer will, and the Indenture Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Deutsche Bank Trust Company Americas, 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 Preferred Shares are outstandingstate or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Indenture 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 B by giving at least 90 days' notice to the Indenture Trustee, each Broker-Dealer and the Issuer. The Auction Agent may be removed at any time by the Indenture 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, duly appointed by the Trust to so act, shall be in each case a commercial bank, trust company or other financial institution independent Issuer and the Indenture Trustee upon at least 90 days' written notice. Neither resignation nor removal 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 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 Indenture Trustee, each Broker-Dealer and the Issuer in connection writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Procedures. Agent Agreement, the Auction Agent does not receive such payment.
(ii) If the Auction Agent resigns shall resign or be removed or be dissolved, or if the property or affairs of the Auction Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any reason its appointment is terminated during any period that any Preferred Shares are outstandingother reason, the Board Indenture Trustee at the direction of Trustees an Authorized Officer, shall use its best efforts promptly thereafter to appoint another qualified commercial banka Substitute Auction Agent.
(iii) The Auction Agent is acting as agent for the Issuer in connection with Auctions. In the absence of bad faith, trust company or financial institution negligent failure to act as the Auction Agent. The Auction Agent's registry of Existing Holders of Preferred Shares shall be conclusive and binding or negligence on the Broker-Dealers. A Broker-Dealer may inquire of its part, the Auction Agent between 3:00 p.m. Eastern time on shall not be liable for any action taken, suffered or omitted or any error of judgment made by it in the Business Day preceding an Auction for shares performance 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 its duties under the Auction Agent has determined such Broker-Dealer to Agreement and shall not be an Existing Holder. If such Broker-Dealer believes it is the Existing Holder liable for any error of fewer shares of the Series than specified by judgment made in good faith unless the Auction Agent shall have been negligent in response ascertaining (or failing to such Broker-Dealer's inquiry, such Broker-Dealer may so inform ascertain) 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 inquirypertinent facts.
Appears in 2 contracts
Samples: Indenture of Trust (Nelnet Education Loan Funding Inc), Indenture of Trust (Nelnet Inc)
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 applicable 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 such Series, submit Orders in such Auction in respect of shares of the such Series covering in the aggregate more than the number of shares of the such Series specified by the Auction Agent in response to such Broker-Dealer's inquiry.
Appears in 1 contract
Samples: Bylaws (RMR Real Estate Income Fund)
Auction Agent. For so long as any shares of Municipal 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 shares of Municipal 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 shares of a series of Municipal 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 Municipal Preferred Shares and 9:30 a.m. Eastern time on the Auction Date for such Auction to ascertain the number of shares of a series 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 such 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 Seriessuch series, submit Orders in such Auction in respect of shares of the Series such series covering in the aggregate more than the number of shares of the Series such series specified by the Auction Agent in response to such Broker-Dealer's inquiry.
Appears in 1 contract
Auction Agent. For so long The Notice of Redemption shall set forth (i) the redemption date, (ii) the amount of the redemption price, (iii) the aggregate number of AMPS of such series to be redeemed, (iv) the place or places where AMPS of such series are to be surrendered for payment of the redemption price, (v) a statement that dividends on the shares to be redeemed shall cease to accumulate on such redemption date and (vi) the provision of these Bylaws pursuant to which such shares are being redeemed. No defect in the Notice of Redemption or in the mailing or publication thereof shall affect the validity of the redemption proceedings, except as any Preferred Shares are outstandingrequired by applicable law. If the Notice of Redemption shall have been given as aforesaid and, concurrently or thereafter, the Trust shall have deposited in trust with the Auction Agent, duly appointed by or segregated in an account at the Trust’s custodian bank for the benefit of the Auction Agent, Deposit Securities (with a right of substitution) having an aggregate Discounted Value equal to the redemption payment (including any applicable premiums) for the AMPS as to which such Notice of Redemption has been given with irrevocable instructions and authority to pay the redemption price to the Holders of such shares, then upon the date of such deposit or, if no such deposit is made, then upon such date fixed for redemption (unless the Trust to so actshall default in making the redemption payment), shall be in each case a commercial bank, trust company or other financial institution independent all rights (including without limitation voting rights) of the Holders of such shares as shareholders of the Trust by reason of the ownership of such shares will cease and its affiliates terminate (which howeverexcept their right to receive the redemption price in respect thereof, may engage or have engaged in business transactions with the but without interest), and such shares shall no longer be deemed Outstanding. The Trust or its affiliates) and at no shall be entitled to receive, from time shall the Trust or any of its affiliates act as to time, from the Auction Agent in connection the interest, if any, on such Deposit Securities deposited with it and the Auction ProceduresHolders of any shares so redeemed shall have no claim to any of such interest. If In case the Holder of any shares so called for redemption shall not claim the redemption payment for his shares within one year after the date of redemption, the Auction Agent resigns or for any reason its appointment is terminated during any period that any Preferred Shares are outstandingshall, upon demand, pay over to 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 Trust such amount remaining on deposit and binding on the Broker-Dealers. A Broker-Dealer may inquire of the Auction Agent between 3:00 p.m. Eastern time on shall thereupon be relieved of all responsibility to 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 such shares of called for redemption and such Holder thereafter shall look only to the Series than specified by Trust for 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 inquiryredemption payment.
Appears in 1 contract
Auction Agent. For so long The Notice of Redemption shall set forth (i) the redemption date, (ii) the amount of the redemption price, (iii) the aggregate number of AMPS of such series to be redeemed, (iv) the place or places where AMPS of such series are to be surrendered for payment of the redemption price, (v) a statement that dividends on the shares to be redeemed shall cease to accumulate on such redemption date and (vi) the provision of these Bylaws pursuant to which such shares are being redeemed. No defect in the Notice of Redemption or in the mailing or publication thereof shall affect the validity of the redemption proceedings, except as any Preferred Shares are outstandingrequired by applicable law. If the Notice of Redemption shall have been given as aforesaid and, concurrently or thereafter, the Trust shall have deposited in trust with the Auction Agent, duly appointed by or segregated in an account at the Trust's custodian bank for the benefit of the Auction Agent, Deposit Securities (with a right of substitution) having an aggregate Discounted Value equal to the redemption payment (including any applicable premiums) for the AMPS as to which such Notice of Redemption has been given with irrevocable instructions and authority to pay the redemption price to the Holders of such shares, then upon the date of such deposit or, if no such deposit is made, then upon such date fixed for redemption (unless the Trust to so actshall default in making the redemption payment), shall be in each case a commercial bank, trust company or other financial institution independent all rights (including without limitation voting rights) of the Holders of such shares as shareholders of the Trust by reason of the ownership of such shares will cease and its affiliates terminate (which howeverexcept their right to receive the redemption price in respect thereof, may engage or have engaged in business transactions with the but without interest), and such shares shall no longer be deemed Outstanding. The Trust or its affiliates) and at no shall be entitled to receive, from time shall the Trust or any of its affiliates act as to time, from the Auction Agent in connection the interest, if any, on such Deposit Securities deposited with it and the Auction ProceduresHolders of any shares so redeemed shall have no claim to any of such interest. If In case the Holder of any shares so called for redemption shall not claim the redemption payment for his shares within one year after the date of redemption, the Auction Agent resigns or for any reason its appointment is terminated during any period that any Preferred Shares are outstandingshall, upon demand, pay over to 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 Trust such amount remaining on deposit and binding on the Broker-Dealers. A Broker-Dealer may inquire of the Auction Agent between 3:00 p.m. Eastern time on shall thereupon be relieved of all responsibility to 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 such shares of called for redemption and such Holder thereafter shall look only to the Series than specified by Trust for 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 inquiryredemption payment.
Appears in 1 contract
Auction Agent. For so long as any Preferred Shares shares of MuniPreferred are outstanding, the Auction Agent, duly appointed by the Trust Fund to so act, shall be in each case a commercial bank, trust company or other financial institution independent of the Trust Fund and its affiliates (which however, may engage or have engaged in business transactions with the Trust Fund or its affiliates) and at no time shall the Trust Fund 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 shares of MuniPreferred 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 ’s registry of Existing Holders of Preferred Shares shares of a series of MuniPreferred 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 MuniPreferred and 9:30 a.m. Eastern time on the Auction Date for such Auction to ascertain the number of shares of such series 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 such series than specified by the Auction Agent in response to such Broker-Dealer's ’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 Seriessuch series, submit Orders in such Auction in respect of shares of the Series such series covering in the aggregate more than the number of shares of the Series such series specified by the Auction Agent in response to such Broker-Dealer's ’s inquiry.
Appears in 1 contract
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, 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 a series 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 of such series 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 such 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 Seriessuch series, submit Orders in such Auction in respect of shares of the Series such series covering in the aggregate more than the number of shares of the Series such series specified by the Auction Agent in response to such Broker-Dealer's inquiry.
Appears in 1 contract
Samples: Bylaws Amendment (Putnam Municipal Opportunities Trust)
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 shares of a series 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.
Appears in 1 contract
Samples: Bylaws (RMR Real Estate Fund)