The Auction Agent. 17 6.1 Duties and Responsibilities..................................................17 6.2 Rights of the Auction Agent..................................................18 6.3 Auction Agent's Disclaimer...................................................18 6.4 Compensation, Expenses and Indemnification...................................18
The Auction Agent. 9 3.1 Duties and Responsibilities................................ 9 3.2 Rights of the Auction Agent............................... 10 3.3 Auction Agent's Disclaimer................................ 11
The Auction Agent. 3.1 Duties and Responsibilities of the Auction Agent.
The Auction Agent. Section 3.01.
The Auction Agent as Dividend and Redemption Price Disbursing Agent The Auction Agent, as dividend and redemption price disbursing agent, shall pay to the Holders of shares of Preferred Shares of any series (i) on each Dividend Payment Date for such series, dividends on the shares of Preferred Shares of such series, (ii) on any date fixed for redemption of shares of Preferred Shares of any series, the Redemption Price of any shares of such series called for redemption and (iii) any late charge related to any payment of dividends or Redemption Price, in each case after receipt of the necessary funds from the Fund with which to pay such dividends, Redemption Price or late charge. The amount of dividends for any Dividend Period for any series of Preferred Shares to be paid by the Auction Agent to the Holders of such shares of such series will be determined by the Fund as set forth in Section 2 of Part I of the Statement with respect to such series. The Redemption Price of any shares to be paid by the Auction Agent to the Holders will be determined by the Fund as set forth in Section 3 of Part I of the Statement with respect to such series. The Fund shall notify the Auction Agent in writing of a decision to redeem shares of any series of Preferred Shares as provided in paragraph (b) of Section 3 of Part I of the Statement. Such notice by the Fund to the Auction Agent shall contain the information required by paragraph (b) of Section 3 of Part I of the Statement to be stated in the notice of redemption required to be mailed by the Auction Agent to such Holders.
The Auction Agent. 8 4.1. Duties and Responsibilities........................................................................... 8 4.2. Rights of the Auction Agent........................................................................... 8 4.3. Auction Agent's Disclaimer............................................................................ 9 V. MISCELLANEOUS .......................................................................................... 9 5.1. Termination........................................................................................... 9 5.2. Participant in Securities Depository; Payment of Dividends in Same-Day Funds.......................... 9 5.3. Agent Member ......................................................................................... 9 5.4. Communications........................................................................................ 9 5.5. Entire Agreement...................................................................................... 10 5.6. Benefits.............................................................................................. 10 5.7. Amendment; Waiver .................................................................................... 10 5.8. Successors and Assigns................................................................................ 10 5.9. Severability ......................................................................................... 11 5.10. Execution in Counterparts ............................................................................ 11 5.11. Governing Law......................................................................................... 11 3 BROKER-DEALER AGREEMENT dated as of ______________ 1999, between BANKERS TRUST COMPANY, a New York banking corporation (the "Auction Agent") (not in its individual capacity, but solely as agent of Kempxx Xxxategic Municipal Income Trust (the "Trust"), pursuant to authority granted to it in the Auction Agency Agreement dated as of ________, 1999, between the Trust and the Auction Agent (the "Auction Agency Agreement") and ___________________________________ (together with its successors and assigns, "BD"). The Trust proposes to issue one series of preferred shares of beneficial interest (2,800 shares of Series T), par value $.01 per share, liquidation preference $25,000 per share, designated Municipal Auction Rate Cumulative Preferred Shares (the "Municipal Preferred"), pursuant to the Trust's Certificate of Designation for Pr...
The Auction Agent shall promptly provide the relevant Borrower Party with a copy of all Solicited Discounted Prepayment Offers received on or before the Solicited Discounted Prepayment Response Date. Such Borrower Party shall review all such Solicited Discounted Prepayment Offers and select the smallest of the Offered Discounts specified by the relevant responding Lenders in the Solicited Discounted Prepayment Offers that is acceptable to the Borrower Party in its sole discretion (the “Acceptable Discount”), if any. If the Borrower Party elects in its sole discretion to accept any Offered Discount as the Acceptable Discount, then as soon as practicable after the determination of the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt by the Borrower Party from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this clause (2) (the “Acceptance Date”), such Borrower Party shall submit an Acceptance and Prepayment Notice to the Auction Agent setting forth the Acceptable Discount. If the Auction Agent shall fail to receive an Acceptance and Prepayment Notice from such Borrower Party by the Acceptance Date, such Borrower Party shall be deemed to have rejected all Solicited Discounted Prepayment Offers.
The Auction Agent. 8 4.1. Duties and Responsibilities.....................................................................8 4.2. Rights of the Auction Agent.....................................................................8 4.3. Auction Agent's Disclaimer......................................................................8 BROKER-DEALER AGREEMENT dated as of December __, 1999, between BANKERS TRUST COMPANY, a New York banking corporation ("Bankers Trust") (not in its individual capacity, but solely as agent (the "Auction Agent") of EOG Resources, Inc., a Delaware corporation (the "Company"), pursuant to authority granted to it under the Auction Agent Agreement) and LEHMXX XXXTHERS INC. (together with its successors and assigns, "BD"). The Company has issued 500 shares of its Flexible Money Market Cumulative Preferred Stock designated Flexible Money Market Cumulative Preferred Stock (MMP(R)), Series C (with par value $0.01 and a liquidation preference of $100,000 per share plus an amount equal to accumulated but unpaid dividends (whether or not earned or declared)), pursuant to the Company's Certificate of Designations (as defined below). The shares of MMP are sometimes referred to together herein as "Shares". The Company's Certificate of Designations provides that the dividend rate on each Share for each Subsequent Dividend Period shall be the Applicable Rate therefor, which in each case, in general shall be the rate per annum that the Auction Agent advises results from implementation of the Auction Procedures (as defined below) with respect to the Shares. The Board of Directors of the Company has adopted a resolution appointing Bankers Trust as Auction Agent for purposes of the Auction Procedures with respect to the Shares, and pursuant to Section 2.6(c) of the Auction Agent Agreement (as defined below), the Company has requested and directed the Auction Agent to execute and deliver this Agreement. The Auction Procedures require the participation of one or more Broker-Dealers.
The Auction Agent. Section 3.01. Duties and Responsibilities of the Auction Agent. 8 Section 3.02. Rights of the Auction Agent. 9 Section 3.03. Auction Agent’s Disclaimer 10 Section 3.04. Compensation, Expenses and Indemnification of the Auction Agent 10 Section 3.05. Broker-Dealer Fee 11 ARTICLE IV
The Auction Agent. 23 6.1 Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . 23 6.2 Rights of the Auction Agent . . . . . . . . . . . . . . . . . . . . 23 6.3 Auction Agent's Disclaimer . . . . . . . . . . . . . . . . . . . . . 24 6.4 Compensation, Expenses and Indemnification . . . . . . . . . . . . . . . . . . . . . . . 24 SECTION 7 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 7.1 Term Of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 25 7.2 Communications . . . . . . . . . . . . . . . . . . . . . . . . . . 25 7.3 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 26 7.4 Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 7.5 Amendment; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . 27 7.6 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . 27
