The Auction Agent Clause Samples

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. 3.2 Rights 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. 3.1. Duties and Responsibilities --------------------------- (a) The Auction Agent is acting hereunder solely as agent for the Corporation and owes no fiduciary duties to any person by reason of this Broker-Dealer Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Broker-Dealer Agreement, and no implied covenants or obligations shall be read into this Broker-Dealer Agreement against the Auction Agent. (c) In the absence of bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered, or omitted or for any error of judgment made by it in the performance of its duties under this Broker-Dealer Agreement. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts.

The Auction Agent. 11 3.1 Duties and Responsibilities of the Auction Agent. 11

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

The Auction Agent. 3.1 Duties and Responsibilities of the Auction Agent.................................................. 3.2 Representations and Warranties of the Auction Agent............................................... 3.3

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.