Common use of Rights of the Auction Agent Clause in Contracts

Rights of the Auction Agent. (a) The Auction Agent may rely upon, and shall be protected in acting or refraining from acting upon, any communication authorized hereby and any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document reasonably believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized hereby which the Auction Agent believes in good faith to have been given by the Company or by a Broker-Dealer. The Auction Agent may record telephone communications with the Company or with the Broker-Dealers or with both. (b) The Auction Agent may consult with counsel of its choice, and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. The Auction Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys.

Rights of the Auction Agent. (a) The Auction Agent may rely upon, and shall be protected in acting or refraining from acting upon, upon any communication authorized hereby and upon any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document reasonably believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized hereby which the Auction Agent believes in good faith to have been given by the Company Fund or by a any Broker-Dealer. The Auction Agent may record telephone communications with the Company Fund or with the any Broker-Dealers or with bothDealer. (b) The Auction Agent may consult with counsel of its choice, reasonably acceptable to the Fund and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. The Auction Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneysattorneys and shall not be responsible for any misconduct on the part of any agent or attorney appointed by it with due care hereunder except as set forth above in Section 6.1(c).

Rights of the Auction Agent. (a) The Auction Agent may rely upon, and shall be protected in acting or refraining from acting uponin accordance with, any communication authorized hereby by this Agreement and any proper written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document reasonably believed by it to be genuinegenuine and appropriately authorized. The Auction Agent shall not be liable for acting upon any telephone communication authorized hereby by this Agreement which the Auction Agent reasonably believes in good faith to have been given by the Company Fund or by a Broker-Dealer. The Auction Agent may record telephone communications with the Company Fund or with the Broker-Dealers or with both, but agrees not to destroy any such recordings except in accordance with its usual and customary practices and further to provide the Fund with a copy of any such recording upon request. (b) The Auction Agent may consult with outside independent counsel of its choice, and the written advice of such counsel outside independent counsel, if addressed to both the Auction Agent and the Fund, shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. The Auction Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys.

Rights of the Auction Agent. (a) The Auction Agent may rely upon, and shall be protected in acting or refraining from acting upon, upon any communication authorized hereby and upon any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document reasonably believed in good faith by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized hereby which the Auction Agent believes in good faith to have been given by the Company Fund or by a Broker-Dealer. The Auction Agent may record telephone communications with the Company Fund or with the Broker-Broker- Dealers or with both. (b) The Auction Agent may consult with counsel of its choice, choice and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. The Auction Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneysattorneys and shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.

Rights of the Auction Agent. (a) The Auction Agent may rely upon, and shall be protected in acting or refraining from acting upon, any communication authorized hereby and any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document reasonably believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized hereby which the Auction Agent believes in good faith to have been given by the Company Fund or by a Broker-Dealer. The Auction Agent may record telephone communications with the Company Fund or with the Broker-Dealers or with both. (b) The Auction Agent may consult with counsel of its choice, and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. The Auction Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the CompanyFund. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys.

Rights of the Auction Agent. (a) The Auction Agent may rely upon, and shall be protected in acting or refraining from acting upon, upon any communication authorized hereby and upon any written instruction, notice, request, direction, consent, report, certificate, share form of bond certificate or other instrument, paper or document reasonably believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized hereby which the Auction Agent believes in good faith to have been given by the Company Trustee or by a Broker-Dealer. The Auction Agent may record telephone communications with the Company Trustee or with the Broker-Dealers or with both. (b) The Auction Agent may consult with counsel of its choice, and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. The Auction Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneysattorneys and shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.

Rights of the Auction Agent. (a) The Auction Agent may rely upon, and shall be protected in acting or refraining from acting upon, upon any communication authorized hereby and upon any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document reasonably believed in good faith by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized hereby which the Auction Agent believes in good faith to have been given by the Company Trust or by a Broker-Dealer. The Auction Agent may record telephone communications with the Company Trust or with the Broker-Dealers or with both. (b) The Auction Agent may consult with counsel of its choice, choice and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. The Auction Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneysattorneys and shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.

Rights of the Auction Agent. (a) The Auction Agent may rely upon, and shall be protected in acting or refraining from acting upon, upon any communication authorized hereby and upon any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document reasonably believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized hereby which the Auction Agent believes in good faith to have been given by the Company or by a Broker-Dealer. The Auction Agent may record telephone communications with the Company or with the Broker-Dealers or with both. (b) The Auction Agent may consult with counsel of its choice, and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. The Auction Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys.

Rights of the Auction Agent. (a) The Auction Agent may conclusively rely upon, and shall be protected in acting or refraining from acting upon, upon any communication authorized hereby and upon any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document reasonably believed in good faith by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized hereby which the Auction Agent believes in good faith to have been given by the Company Fund or by a Broker-Dealer. The Auction Agent may record telephone communications with the Company Fund or with the Broker-Dealers or with both. (b) The Auction Agent may consult with counsel of its choice, and the written shall have no liability for acting or refraining from acting in accordance with advice of from such counsel shall be full and complete authorization and protection counsel, except as otherwise provided for in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonthis Agreement. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. The Auction Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneysattorneys and shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.

Rights of the Auction Agent. (a) The Auction Agent may rely upon, and shall be protected in acting or refraining from acting upon, upon any communication authorized hereby and upon any written instruction, notice, request, direction, consent, report, certificate, share form of bond certificate or other instrument, paper or document reasonably believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized hereby which the Auction Agent believes in good faith to have been given by the Company Trustee or by a Broker-Broker- Dealer. The Auction Agent may record telephone communications with the Company Trustee or with the Broker-Dealers or with both. (b) The Auction Agent may consult with counsel of its choice, and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. The Auction Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneysattorneys and shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.

Rights of the Auction Agent. (a) The Auction Agent may rely upon, and shall be protected in acting or refraining from acting upon, upon any communication authorized hereby and upon any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document reasonably believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized hereby which the Auction Agent believes in good faith to have been given by the Company or by a Broker-Dealer. The Auction Agent may record telephone communications with the Company or with the Broker-Dealers or with both. (b) The Auction Agent may consult with counsel of its choice, and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. The Auction Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed to in writing with the Company. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys.

Rights of the Auction Agent. (a) The Auction Agent may rely upon, and shall be protected in acting or refraining from acting upon, upon any communication authorized hereby and upon any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document reasonably believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized hereby which the Auction Agent believes in good faith to have been given by the Company Fund or by a any Broker-Dealer. The Auction Agent may record telephone communications with the Company Fund or with the Any Broker-Dealers or with bothDealer. (b) The Auction Agent may consult with counsel of its choice, reasonably acceptable to the Fund and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. The Auction Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneysattorneys and shall not be responsible for any misconduct on the part of any agent or attorney appointed by it with due care hereunder except as set forth above in Section 6.1(c).

Rights of the Auction Agent. (a) The Auction Agent may rely upon, and shall be protected in acting or refraining from acting upon, upon any communication authorized hereby and upon any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document reasonably believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized hereby which the Auction Agent believes in good faith to have been given by the Company Fund or by a any Broker-Dealer. The Auction Agent may record telephone communications with the Company Fund or with the any Broker-Dealers or with bothDealer. (b) The Auction Agent may consult with counsel of its choice, reasonably acceptable to the Fund and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise other-wise incur or become exposed to financial liability in the performance of its duties hereunder. The Auction Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneysattorneys and shall not be responsible for any misconduct on the part of any agent or attorney appointed by it with due care hereunder except as set forth above in Section 6.1(c).

Rights of the Auction Agent. (a) a The Auction Agent may rely upon, and shall be protected in acting or refraining from acting upon, any communication authorized hereby and any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document reasonably believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized hereby which the Auction Agent believes in good faith to have been given by the Company or by a Broker-Dealer. The Auction Agent may record telephone communications with the Company or with the Broker-Dealers or with both. (b) b The Auction Agent may consult with counsel of its choice, and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) c The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. The Auction Agent shall be under no liability for interest on any money received by it hereunder except as set forth herein or as otherwise agreed in writing with the Company. (d) d The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys. (e The Auction Agent, in its individual or other capacity, may provide other services for the Company on the same basis as if it were not acting as the Auction Agent.

Rights of the Auction Agent. (a) The Auction Agent may rely upon, and shall be protected in acting or refraining from acting upon, upon any communication authorized hereby and upon any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document reasonably believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized hereby which the Auction Agent believes in good faith to have been given by the Company Fund or by a Brokerany Bro- ker-Dealer. The Auction Agent may record telephone communications with the Company Fund or with the any Broker-Dealers or with bothDealer. (b) The Auction Agent may consult with counsel of its choice, reasonably acceptable to the Fund and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. The Auction Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneysattorneys and shall not be responsible for any misconduct on the part of any agent or attorney appointed by it with due care hereunder except as set forth above in Section 6.1(c).

Rights of the Auction Agent. (a) The Auction Agent may rely upon, and shall be protected in acting or refraining from acting uponin accordance with, any communication authorized hereby by this Agreement and any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document reasonably believed by it to be genuinegenuine and appropriately authorized. The Auction Agent shall not be liable for acting upon any telephone communication authorized hereby by this Agreement which the Auction Agent reasonably believes in good faith to have been given by the Company Fund or by a Broker-Dealer. The Auction Agent may record telephone communications with the Company Fund or with the Broker-Dealers or with both, but agrees not to destroy any such recordings except in accordance with its usual and customary practices and further to provide the Fund with a copy of any such recording upon request. (b) The Auction Agent may consult with outside independent counsel of its choice, and the written advice of such counsel outside independent counsel, if addressed to both the Auction Agent and the Fund, shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. The Auction Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys.

Rights of the Auction Agent. (a) The Auction Agent may conclusively rely upon, and shall be protected in acting or refraining from acting upon, upon any communication authorized hereby and upon any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document reasonably believed in good faith by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized hereby which the Auction Agent believes in good faith to have been given by the Company Fund or by a Broker-Dealer. The Auction Agent may record telephone communications with the Company Fund or with the Broker-Dealers or with both. (b) The Auction Agent may consult with counsel of its choice, and the written shall have no liability for acting or refraining from acting in accordance with advice of from such counsel shall be full and complete authorization and protection counsel, except as otherwise provided for in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonthis Agreement. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. The Auction Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the CompanyFund. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneysattorneys and shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.