Compensation, Remedies and Indemnification. (a) With respect to each series of Series 1999-1 Notes, not later than 12:00 noon, New York City time, on the first Interest Payment Date relating to such series, the Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the Closing Date to such Interest Payment Date (or, if such series of Series 1999-1 Notes ceased to be outstanding prior to such Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the aggregate principal amount of Series 1999-1 Notes of such series on the date of original issuance of the Series 1999-1 Notes. (b) With respect to each series of Series 1999-1 Notes any of which were outstanding at any time during the related period, not later than 12:00 noon, New York City time, on each Interest Payment Date thereafter relating to such series, the Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the preceding Interest Payment Date to the current Interest Payment Date (or, if such series of Series 1999-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the average principal amount of Series 1999-1 Notes of such series outstanding during the period between such preceding Interest Payment Date (or the Closing Date, in the case of the first Interest Payment Date) and the current Interest Payment Date (or, if such series of Series 1999-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) (together with the fee described in Section 6.4(a), the "Auction Agent Fee"). The Auction Agent Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent delivered to the Trustee and the Issuer. The Initial Auction Agent Fee Rate shall be . %. Any change in the Auction Agent Fee Rate shall be effective on the Auction Date next succeeding such change. (c) The Issuer shall reimburse the Auction Agent, upon its request, for all reasonable expenses, disbursements and advances, if any, incurred or made by the Auction Agent in accordance with any provision of this Auction Agent Agreement or the Broker-Dealer Agreements (including the reasonable compensation, expenses and disbursements of its agents and counsel) from amounts available therefor in the Administration Fund. The Issuer shall indemnify and hold harmless the Auction Agent for and against any loss, liability or expense incurred without negligence or bad faith on the Auction Agent's part, arising out of or in connection with the acceptance or administration of its agency under this Auction Agent Agreement and the Broker-Dealer Agreements, including the reasonable costs and expenses (including the reasonable fees and expenses of its counsel) of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder and of enforcing this indemnification provision; provided that the Issuer shall not indemnify the Auction Agent pursuant to this Section 6.4(c) for any fees and expenses incurred by the Auction Agent in the normal course of performing its duties hereunder and under the Broker-Dealer Agreements, such fees and expenses being payable as provided in Section 6.4(a) and (b) above.
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Compensation, Remedies and Indemnification. (a) With respect to each series of Series 1999-1 Notes, not later than 12:00 noon, New York City time, on the first Interest Payment Date relating to such series, the Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the Closing Date to such Interest Payment Date (or, if such series of Series 1999-1 Notes ceased to be outstanding prior to such Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the aggregate principal amount of Series 1999-1 Notes of such series on the date of original issuance of the Series 1999-1 Notes.
(b) With respect to each series of Series 1999-1 Notes any of which were outstanding at any time during the related period, not later than 12:00 noon, New York City time, on each Interest Payment Date thereafter relating to such series, the Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the preceding Interest Payment Date to the current Interest Payment Date (or, if such series of Series 1999-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the average principal amount of Series 1999-1 Notes of such series outstanding during the period between such preceding Interest Payment Date (or the Closing Date, in the case of the first Interest Payment Date) and the current Interest Payment Date (or, if such series of Series 1999-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) (together with the fee described in Section 6.4(a), the "Auction Agent Fee"). The Auction Agent Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent delivered to the Trustee and the Issuer. The Initial Auction Agent Fee Rate shall be . %. Any change in the Auction Agent Fee Rate shall be effective on the Auction Date next succeeding such change.
(c) The Issuer shall reimburse the Auction Agent, upon its request, for all reasonable expenses, disbursements and advances, if any, incurred or made by the Auction Agent in accordance with any provision of this Auction Agent Agreement or the Broker-Dealer Agreements (including the reasonable compensation, expenses and disbursements of its agents and counsel) from amounts available therefor in the Administration Fund. The Issuer shall indemnify and hold harmless the Auction Agent for and against any loss, liability or expense incurred without negligence or bad faith on the Auction Agent's part, arising out of or in connection with the acceptance or administration of its agency under this Auction Agent Agreement and the Broker-Dealer Agreements, including the reasonable costs and expenses (including the reasonable fees and expenses of its counsel) of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder and of enforcing this indemnification provision; provided that the Issuer shall not indemnify the Auction Agent pursuant to this Section 6.4(c) for any fees and expenses incurred by the Auction Agent in the normal course of performing its duties hereunder and under the Broker-Dealer Agreements, such fees and expenses being payable as provided in Section 6.4(a) and (b) above.Initial
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Compensation, Remedies and Indemnification. (a) With respect to each series of Taxable Auction Rate Series 19991997-1 Notes, not later than 12:00 noon, New York City time, on the first Interest Payment Date relating to such series, the Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the Closing Date to such Interest Payment Date (or, if such series of Taxable Auction Rate Series 19991997-1 Notes ceased to be outstanding prior to such Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the aggregate principal amount of Taxable Auction Rate Series 19991997-1 Notes of such series on the date of original issuance of the Series 19991997-1 Notes.
(b) With respect to each series of Taxable Auction Rate Series 19991997-1 Notes any of which were outstanding at any time during the related period, not later than 12:00 noon, New York City time, on each Interest Payment Date thereafter relating to such series, the Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the preceding Interest Payment Date to the current Interest Payment Date (or, if such series of Taxable Auction Rate Series 19991997-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the average principal amount of Taxable Auction Rate Series 19991997-1 Notes of such series outstanding during the period between such preceding Interest Payment Date (or the Closing Date, in the case of the first Interest Payment Date) and the current Interest Payment Date (or, if such series of Taxable Auction Rate Series 19991997-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) (together with the fee described in Section 6.4(a), the "Auction Agent Fee"). The Auction Agent Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent delivered to the Trustee and the Issuer. The Initial Auction Agent Fee Rate shall be . .025%. Any change in the Auction Agent Fee Rate shall be effective on the Auction Date next succeeding such change.
(c) The Issuer shall reimburse the Auction Agent, upon its request, for all reasonable expenses, disbursements and advances, if any, incurred or made by the Auction Agent in accordance with any provision of this Auction Agent Agreement or the Broker-Dealer Agreements (including the reasonable compensation, expenses and disbursements of its agents and counsel) from amounts available therefor in the Administration Fund. The Issuer shall indemnify and hold harmless the Auction Agent for and against any loss, liability or expense incurred without negligence or bad faith on the Auction Agent's part, arising out of or in connection with the acceptance or administration of its agency under this Auction Agent Agreement and the Broker-Dealer Agreements, including the reasonable costs and expenses (including the reasonable fees and expenses of its counsel) of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder and of enforcing this indemnification provision; provided that the Issuer shall not indemnify the Auction Agent pursuant to this Section 6.4(c) for any fees and expenses incurred by the Auction Agent in the normal course of performing its duties hereunder and under the Broker-Dealer Agreements, such fees and expenses being payable as provided in Section 6.4(a) and (b) above.
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Compensation, Remedies and Indemnification. (a) With respect to each series of Series 19992000-1 Notes, not later than 12:00 noon, New York City time, on the first Interest Payment Date relating to such series, the Issuer, pursuant to Section 5(b) of the First Second Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the Closing Date to such Interest Payment Date (or, if such series of Series 19992000-1 Notes ceased to be outstanding prior to such Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the aggregate principal amount of Series 19992000-1 Notes of such series on the date of original issuance of the Series 19992000-1 Notes.
(b) With respect to each series of Series 19992000-1 Notes any of which were outstanding at any time during the related period, not later than 12:00 noon, New York City time, on each Interest Payment Date thereafter relating to such series, the Issuer, pursuant to Section 5(b) of the First Second Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the preceding Interest Payment Date to the current Interest Payment Date (or, if such series of Series 19992000-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the average principal amount of Series 1999-1 Notes of such series outstanding during the period between such preceding Interest Payment Date (or the Closing Date, in the case of the first Interest Payment Date) and the current Interest Payment Date (or, if such series of Series 1999-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) (together with the fee described in Section 6.4(a), the "Auction Agent Fee"). The Auction Agent Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent delivered to the Trustee and the Issuer. The Initial Auction Agent Fee Rate shall be . %. Any change in the Auction Agent Fee Rate shall be effective on the Auction Date next succeeding such change.
(c) The Issuer shall reimburse the Auction Agent, upon its request, for all reasonable expenses, disbursements and advances, if any, incurred or made by the Auction Agent in accordance with any provision of this Auction Agent Agreement or the Broker-Dealer Agreements (including the reasonable compensation, expenses and disbursements of its agents and counsel) from amounts available therefor in the Administration Fund. The Issuer shall indemnify and hold harmless the Auction Agent for and against any loss, liability or expense incurred without negligence or bad faith on the Auction Agent's part, arising out of or in connection with the acceptance or administration of its agency under this Auction Agent Agreement and the Broker-Dealer Agreements, including the reasonable costs and expenses (including the reasonable fees and expenses of its counsel) of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder and of enforcing this indemnification provision; provided that the Issuer shall not indemnify the Auction Agent pursuant to this Section 6.4(c) for any fees and expenses incurred by the Auction Agent in the normal course of performing its duties hereunder and under the Broker-Dealer Agreements, such fees and expenses being payable as provided in Section 6.4(a) and (b) above.on
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Compensation, Remedies and Indemnification. (a) With respect to each series of Tax Exempt Auction Rate Series 19991997-1 Notes, not later than 12:00 noon, New York City time, on the first Interest Payment Date relating to such series, the Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the Closing Date to such Interest Payment Date (or, if such series of Tax Exempt Auction Rate Series 19991997-1 Notes ceased to be outstanding prior to such Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the aggregate principal amount of Tax Exempt Auction Rate Series 19991997-1 Notes of such series on the date of original issuance of the Series 19991997-1 Notes.
(b) With respect to each series of Tax Exempt Auction Rate Series 19991997-1 Notes any of which were outstanding at any time during the related period, not later than 12:00 noon, New York City time, on each Interest Payment Date thereafter relating to such series, the Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the preceding Interest Payment Date to the current Interest Payment Date (or, if such series of Tax Exempt Auction Rate Series 19991997-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the average principal amount of Tax Exempt Auction Rate Series 19991997-1 Notes of such series outstanding during the period between such preceding Interest Payment Date (or the Closing Date, in the case of the first Interest Payment Date) and the current Interest Payment Date (or, if such series of Tax Exempt Auction Rate Series 19991997-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) (together with the fee described in Section 6.4(a), the "Auction Agent Fee"). The Auction Agent Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent delivered to the Trustee and the Issuer. The Initial Auction Agent Fee Rate shall be . .025%. Any change in the Auction Agent Fee Rate shall be effective on the Auction Date next succeeding such change.
(c) The Issuer shall reimburse the Auction Agent, upon its request, for all reasonable expenses, disbursements and advances, if any, incurred or made by the Auction Agent in accordance with any provision of this Auction Agent Agreement or the Broker-Dealer Agreements (including the reasonable compensation, expenses and disbursements of its agents and counsel) from amounts available therefor in the Administration Fund. The Issuer shall indemnify and hold harmless the Auction Agent for and against any loss, liability or expense incurred without negligence or bad faith on the Auction Agent's part, arising out of or in connection with the acceptance or administration of its agency under this Auction Agent Agreement and the Broker-Dealer Agreements, including the reasonable costs and expenses (including the reasonable fees and expenses of its counsel) of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder and of enforcing this indemnification provision; provided that the Issuer shall not indemnify the Auction Agent pursuant to this Section 6.4(c) for any fees and expenses incurred by the Auction Agent in the normal course of performing its duties hereunder and under the Broker-Dealer Agreements, such fees and expenses being payable as provided in Section 6.4(a) and (b) above.
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Compensation, Remedies and Indemnification. (a) With respect to each series of Series 19992002-1 Notes, not later than 12:00 noon, New York City time, on the first Interest Payment Date relating to such series, the Issuer, pursuant to Section 5(b) of the First Fourth Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the Closing Date to such Interest Payment Date (or, if such series of Series 19992002-1 Notes ceased to be outstanding prior to such Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the aggregate principal amount of Series 19992002-1 Notes of such series on the date of original issuance of the Series 19992002-1 Notes.
(b) With respect to each series of Series 19992002-1 Notes any of which were outstanding at any time during the related period, not later than 12:00 noon, New York City time, on each Interest Payment Date thereafter relating to such series, the Issuer, pursuant to Section 5(b) of the First Fourth Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the preceding Interest Payment Date to the current Interest Payment Date (or, if such series of Series 19992002-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the average principal amount of Series 19992002-1 Notes of such series outstanding during the period between such preceding Interest Payment Date (or the Closing Date, in the case of the first Interest Payment Date) and the current Interest Payment Date (or, if such series of Series 19992002-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) (together with the fee described in Section 6.4(a), the "Auction Agent Fee"). The Auction Agent Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent delivered to the Trustee and the Issuer. The Initial Auction Agent Fee Rate shall be . %. Any change in the Auction Agent Fee Rate shall be effective on the Auction Date next succeeding such change.
(c) The Issuer shall reimburse the Auction Agent, upon its request, for all reasonable expenses, disbursements and advances, if any, incurred or made by the Auction Agent in accordance with any provision of this Auction Agent Agreement or the Broker-Dealer Agreements (including the reasonable compensation, expenses and disbursements of its agents and counsel) from amounts available therefor in the Administration Fund. The Issuer shall indemnify and hold harmless the Auction Agent for and against any loss, liability or expense incurred without negligence or bad faith on the Auction Agent's part, arising out of or in connection with the acceptance or administration of its agency under this Auction Agent Agreement and the Broker-Dealer Agreements, including the reasonable costs and expenses (including the reasonable fees and expenses of its counsel) of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder and of enforcing this indemnification provision; provided that the Issuer shall not indemnify the Auction Agent pursuant to this Section 6.4(c) for any fees and expenses incurred by the Auction Agent in the normal course of performing its duties hereunder and under the Broker-Dealer Agreements, such fees and expenses being payable as provided in Section 6.4(a) and (b) above..02
Appears in 1 contract
Compensation, Remedies and Indemnification. (a) With respect to each series of Tax Exempt Auction Rate Series 19991997-1 Notes, not later than 12:00 noon, New York City time, on the first Interest Payment Date relating to such series, the Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the Closing Date to such Interest Payment Date (or, if such series of Tax Exempt Auction Rate Series 19991997-1 Notes ceased to be outstanding prior to such Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the aggregate principal amount of Tax Exempt Auction Rate Series 19991997-1 Notes of such series on the date of original issuance of the Series 19991997-1 Notes.
(b) With respect to each series of Tax Exempt Auction Rate Series 19991997-1 Notes any of which were outstanding at any time during the related period, not later than 12:00 noon, New York City time, on each Interest Payment Date thereafter relating to such series, the Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the preceding Interest Payment Date to the current Interest Payment Date (or, if such series of Tax Exempt Auction Rate Series 19991997-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the average principal amount of Tax Exempt Auction Rate Series 19991997-1 Notes of such series outstanding during the period between such preceding Interest Payment Date (or the Closing Date, in the case of the first Interest Payment Date) and the current Interest Payment Date (or, if such series of Tax Exempt Auction Rate Series 19991997-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) (together with the fee described in Section 6.4(a), the "Auction Agent Fee"). The Auction Agent Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent delivered to the Trustee and the Issuer. The Initial Auction Agent Fee Rate shall be . %._______%. Any change in the Auction Agent Fee Rate shall be effective on the Auction Date next succeeding such change.
(c) The Issuer shall reimburse the Auction Agent, upon its request, for all reasonable expenses, disbursements and advances, if any, incurred or made by the Auction Agent in accordance with any provision of this Auction Agent Agreement or the Broker-Dealer Agreements (including the reasonable compensation, expenses and disbursements of its agents and counsel) from amounts available therefor in the Administration Fund. The Issuer shall indemnify and hold harmless the Auction Agent for and against any loss, liability or expense incurred without negligence or bad faith on the Auction Agent's part, arising out of or in connection with the acceptance or administration of its agency under this Auction Agent Agreement and the Broker-Dealer Agreements, including the reasonable costs and expenses (including the reasonable fees and expenses of its counsel) of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder and of enforcing this indemnification provision; provided that the Issuer shall not indemnify the Auction Agent pursuant to this Section 6.4(c) for any fees and expenses incurred by the Auction Agent in the normal course of performing its duties hereunder and under the Broker-Dealer Agreements, such fees and expenses being payable as provided in Section 6.4(a) and (b) above.
Appears in 1 contract
Compensation, Remedies and Indemnification. (a) With respect to each series of Taxable Auction Rate Series 19991997-1 Notes, not later than 12:00 noon, New York City time, on the first Interest Payment Date relating to such series, the Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the Closing Date to such Interest Payment Date (or, if such series of Taxable Auction Rate Series 19991997-1 Notes ceased to be outstanding prior to such Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the aggregate principal amount of Taxable Auction Rate Series 19991997-1 Notes of such series on the date of original issuance of the Series 19991997-1 Notes.
(b) With respect to each series of Taxable Auction Rate Series 19991997-1 Notes any of which were outstanding at any time during the related period, not later than 12:00 noon, New York City time, on each Interest Payment Date thereafter relating to such series, the Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the preceding Interest Payment Date to the current Interest Payment Date (or, if such series of Taxable Auction Rate Series 19991997-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the average principal amount of Taxable Auction Rate Series 19991997-1 Notes of such series outstanding during the period between such preceding Interest Payment Date (or the Closing Date, in the case of the first Interest Payment Date) and the current Interest Payment Date (or, if such series of Taxable Auction Rate Series 19991997-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) (together with the fee described in Section 6.4(a), the "Auction Agent Fee"). The Auction Agent Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent delivered to the Trustee and the Issuer. The Initial Auction Agent Fee Rate shall be . %.________%. Any change in the Auction Agent Fee Rate shall be effective on the Auction Date next succeeding such change.
(c) The Issuer shall reimburse the Auction Agent, upon its request, for all reasonable expenses, disbursements and advances, if any, incurred or made by the Auction Agent in accordance with any provision of this Auction Agent Agreement or the Broker-Dealer Agreements (including the reasonable compensation, expenses and disbursements of its agents and counsel) from amounts available therefor in the Administration Fund. The Issuer shall indemnify and hold harmless the Auction Agent for and against any loss, liability or expense incurred without negligence or bad faith on the Auction Agent's part, arising out of or in connection with the acceptance or administration of its agency under this Auction Agent Agreement and the Broker-Dealer Agreements, including the reasonable costs and expenses (including the reasonable fees and expenses of its counsel) of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder and of enforcing this indemnification provision; provided that the Issuer shall not indemnify the Auction Agent pursuant to this Section 6.4(c) for any fees and expenses incurred by the Auction Agent in the normal course of performing its duties hereunder and under the Broker-Dealer Agreements, such fees and expenses being payable as provided in Section 6.4(a) and (b) above.
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Compensation, Remedies and Indemnification. (a) With respect to each series of Series 19992004-1 Notes, not later than 12:00 noon, New York City time, on the first Interest Payment Date relating to such seriesApril 1, 2004, the Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the Closing Date to such Interest Payment Date April 1, 2004 (or, if such series of Series 19992004-1 Notes ceased to be outstanding prior to such Interest Payment DateApril 1, 2004, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the aggregate principal amount of Series 19992004-1 Notes of such series on the date of original issuance of the Series 19992004-1 Notes.
(b) With respect to each series of Series 19992004-1 Notes any of which were outstanding at any time during the related periodon each Auction Agent Fee Payment Date, not later than 12:00 noon, New York City time, on each Interest such Auction Agent Fee Payment Date thereafter relating to such seriesDate, the Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall pay in arrears advance to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) one-quarter of the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the preceding Interest Payment Date to the current Interest Payment Date (or, if such series of Series 1999-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the average principal amount of Series 19992004-1 Notes of such series outstanding during the period between on such preceding Interest Auction Agent Fee Payment Date (or the Closing Date, in the case of the first Interest Payment Date) and the current Interest Payment Date (or, if such series of Series 1999-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) (together with the fee described in Section 6.4(a), the "Auction Agent Fee"). The Auction Agent Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent delivered to the Trustee and the Issuer. The Initial Auction Agent Fee Rate shall be . .015%. Any change in the Auction Agent Fee Rate shall be effective on the Auction Agent Fee Payment Date next succeeding such change.
(c) The Issuer shall reimburse the Auction Agent, upon its request, for all reasonable expenses, disbursements and advances, if any, incurred or made by the Auction Agent in accordance with any provision of this Auction Agent Agreement or the Broker-Dealer Agreements (including the reasonable compensation, expenses and disbursements of its agents and counsel) from amounts available therefor in the Administration Fund. The Issuer shall indemnify and hold harmless the Auction Agent for and against any loss, liability or expense incurred without negligence or bad faith on the Auction Agent's part, arising out of or in connection with the acceptance or administration of its agency under this Auction Agent Agreement and the Broker-Dealer Agreements, including the reasonable costs and expenses (including the reasonable fees and expenses of its counsel) of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder and of enforcing this indemnification provision; provided that the Issuer shall not indemnify the Auction Agent pursuant to this Section 6.4(c) for any fees and expenses incurred by the Auction Agent in the normal course of performing its duties hereunder and under the Broker-Dealer Agreements, such fees and expenses being payable as provided in Section 6.4(a) and (b) above.
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Compensation, Remedies and Indemnification. (a) With respect to each series of Series 19992001-1 Notes, not later than 12:00 noon, New York City time, on the first Interest Payment Date relating to such series, the Issuer, pursuant to Section 5(b) of the First Third Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the Closing Date to such Interest Payment Date (or, if such series of Series 19992001-1 Notes ceased to be outstanding prior to such Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the aggregate principal amount of Series 19992001-1 Notes of such series on the date of original issuance of the Series 19992001-1 Notes.
(b) With respect to each series of Series 19992001-1 Notes any of which were outstanding at any time during the related period, not later than 12:00 noon, New York City time, on each Interest Payment Date thereafter relating to such series, the Issuer, pursuant to Section 5(b) of the First Third Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the preceding Interest Payment Date to the current Interest Payment Date (or, if such series of Series 19992001-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the average principal amount of Series 19992001-1 Notes of such series outstanding during the period between such preceding Interest Payment Date (or the Closing Date, in the case of the first Interest Payment Date) and the current Interest Payment Date (or, if such series of Series 19992001-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) (together with the fee described in Section 6.4(a), the "Auction Agent Fee"). The Auction Agent Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent delivered to the Trustee and the Issuer. The Initial Auction Agent Fee Rate shall be . %. Any change in the Auction Agent Fee Rate shall be effective on the Auction Date next succeeding such change.
(c) The Issuer shall reimburse the Auction Agent, upon its request, for all reasonable expenses, disbursements and advances, if any, incurred or made by the Auction Agent in accordance with any provision of this Auction Agent Agreement or the Broker-Dealer Agreements (including the reasonable compensation, expenses and disbursements of its agents and counsel) from amounts available therefor in the Administration Fund. The Issuer shall indemnify and hold harmless the Auction Agent for and against any loss, liability or expense incurred without negligence or bad faith on the Auction Agent's part, arising out of or in connection with the acceptance or administration of its agency under this Auction Agent Agreement and the Broker-Dealer Agreements, including the reasonable costs and expenses (including the reasonable fees and expenses of its counsel) of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder and of enforcing this indemnification provision; provided that the Issuer shall not indemnify the Auction Agent pursuant to this Section 6.4(c) for any fees and expenses incurred by the Auction Agent in the normal course of performing its duties hereunder and under the Broker-Dealer Agreements, such fees and expenses being payable as provided in Section 6.4(a) and (b) above..02
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Compensation, Remedies and Indemnification. (a) With respect to each series of Series 19992004-1 C/D Notes, not later than 12:00 noon, New York City time, on the first Interest Payment Date relating to such seriesOctober 1, 2004, the Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the Closing Date to such Interest Payment Date October 1, 2004 (or, if such series of Series 19992004-1 C/D Notes ceased to be outstanding prior to such Interest Payment DateOctober 1, 2004, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the aggregate principal amount of Series 19992004-1 C/D Notes of such series on the date of original issuance of the Series 19992004-1 C/D Notes.
(b) With respect to each series of Series 19992004-1 C/D Notes any of which were outstanding at any time during the related periodon each Auction Agent Fee Payment Date, not later than 12:00 noon, New York City time, on each Interest such Auction Agent Fee Payment Date thereafter relating to such seriesDate, the Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall pay in arrears advance to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) one-quarter of the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the preceding Interest Payment Date to the current Interest Payment Date (or, if such series of Series 1999-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the average principal amount of Series 19992004-1 C/D Notes of such series outstanding during the period between on such preceding Interest Auction Agent Fee Payment Date (or the Closing Date, in the case of the first Interest Payment Date) and the current Interest Payment Date (or, if such series of Series 1999-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) (together with the fee described in Section 6.4(a), the "“Auction Agent Fee"”). The Auction Agent Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent delivered to the Trustee and the Issuer. The Initial Auction Agent Fee Rate shall be . .015%. Any change in the Auction Agent Fee Rate shall be effective on the Auction Agent Fee Payment Date next succeeding such change.
(c) The Issuer shall reimburse the Auction Agent, upon its request, for all reasonable expenses, disbursements and advances, if any, incurred or made by the Auction Agent in accordance with any provision of this Auction Agent Agreement or the Broker-Dealer Agreements (including the reasonable compensation, expenses and disbursements of its agents and counsel) from amounts available therefor in the Administration Fund. The Issuer shall indemnify and hold harmless the Auction Agent for and against any loss, liability or expense incurred without negligence or bad faith on the Auction Agent's ’s part, arising out of or in connection with the acceptance or administration of its agency under this Auction Agent Agreement and the Broker-Dealer Agreements, including the reasonable costs and expenses (including the reasonable fees and expenses of its counsel) of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder and of enforcing this indemnification provision; provided that the Issuer shall not indemnify the Auction Agent pursuant to this Section 6.4(c) for any fees and expenses incurred by the Auction Agent in the normal course of performing its duties hereunder and under the Broker-Dealer Agreements, such fees and expenses being payable as provided in Section 6.4(a) and (b) above.
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