Auction Agent Agreement Sample Clauses

Auction Agent Agreement. The term “
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Auction Agent Agreement. EXECUTION PAGE FOR THE ISSUER The Issuer acknowledges and approves its obligations under this Agreement. SLM STUDENT LOAN TRUST 2006-7, as Issuer By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee By: /S/ XXXX X. XXXXXX Name: Xxxx X. Xxxxxx Title: Vice President EXHIBIT A TO AUCTION AGENT AGREEMENT List of Initial Broker-Dealers Banc of America Securities LLC Citigroup Global Markets, Inc. Xxxxxxx, Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated EXHIBIT B TO AUCTION AGENT AGREEMENT NOTICE OF CHANGE IN AUCTION DATE SLM STUDENT LOAN TRUST 2006-7 STUDENT LOAN-BACKED NOTES CLASS AUCTION RATE NOTES Notice is hereby given by [ ], as Broker-Dealer for the Auction Rate Notes, that with respect to the Auction Rate Notes, the Auction Date is hereby changed as follows:
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Auction Agent Agreement. The Fund will enter into an agreement (the "Auction Agent Agreement") with Bankers Trust Company (together with any successor bank, trust company or other financial institution entering into a similar agreement with the Fund, the "Auction Agent" and, in its capacity as paying agent with respect to the Preferred Shares, the "Paying Agent") which provides, among other things, that the Auction Agent will follow the Auction Procedures for the purposes of determining the Applicable Rate. Each periodic operation of such procedures is hereinafter referred to as an "Auction." The Fund will pay the Auction Agent compensation for its services under the Auction Agent Agreement. The Auction Agent will act as agent for the Fund in connection with an Auction. The Auction Agent Agreement provides that, 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 the Auction Agent Agreement and 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 Fund will indemnify the Auction Agent for certain liabilities. Upon notice to the Fund, the Auction Agent may resign and terminate the Auction Agent Agreement as of a date which may be no earlier than the Business Day after the second Dividend Payment Date after delivery of such notice. If the Auction Agent should resign, the Fund will use its best efforts to enter into an agreement with a successor Auction Agent containing substantially the same terms and conditions as the Auction Agent Agreement. The Fund may remove the Auction Agent, provided that prior to such removal the Fund shall have entered into such an agreement with a successor Auction Agent. In the event that there is no Auction Agent on an Auction Date, the Applicable Rate for the immediately succeeding Dividend Period shall be the Maximum Applicable Rate (175% of the 30-day "AA" Composite Commercial Paper Rate in effect on such Auction Date).
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Auction Agent Agreement. (d) The Auction Agent may request that the Broker-Dealers, as set forth in the Broker-Dealer Agreements, provide the Auction Agent with the aggregate principal amount of Auction Rate Notes held by such Broker-Dealers for purposes of the Existing Owner Registry. Except as permitted by Section 2.10 hereof, the Auction Agent shall keep confidential any such information and shall not disclose any such information so provided to any Person other than the relevant Broker-Dealer, the Issuer and the Indenture Trustee, provided that the Auction Agent reserves the right to disclose any such information if it is advised by its counsel that its failure to do so would be unlawful or if failure to do so would expose the Auction Agent to loss, liability, claim or damages for which the Auction Agent shall not previously have been adequately indemnified.
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Auction Agent Agreement shall equal the lesser of (A) the applicable Maximum Rate and (B) the Net Loan Rate in effect for such Interest Period as determined by the Indenture Trustee on the Business Day immediately preceding the first day of such subsequent Interest Period.
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Auction Agent Agreement. Not later than 3:00 p.m. Auction Agent advises the Indenture Trustee and the Broker-Dealers of the results of the Auction as provided in Section 2.02(a)(iii)(B) and (C) of Appendix B to the Indenture. Submitted Bids and Submitted Sell Orders are accepted and rejected in whole or in part and principal amounts of Auction Rate Notes are allocated as provided in the Auction Procedures. Auction Agent gives notice of Auction results as set forth in Section 2.4(a) of the Broker-Dealer Agreement. The Auction Agent shall follow the notification procedures set forth in paragraph (a) of the Settlement Procedures.
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Auction Agent Agreement other information concerning the conduct and results of Auctions, provided that any such agent, accountant or counsel shall furnish the Auction Agent with a letter from the Indenture Trustee or the Issuer requesting that the Auction Agent afford such Person access. For purposes of this Section 2.10, the Broker-Dealers shall not be considered to be agents of the Indenture Trustee or the Issuer. The Auction Agent shall maintain records relating to any Auction for a period of two years after such Auction (or for such longer period requested in writing by the Indenture Trustee or the Issuer, not to exceed four years after each Auction), and such records shall, in reasonable detail, accurately and fairly reflect the actions taken by the Auction Agent hereunder. At the end of such period, the Auction Agent shall deliver such records to the Indenture Trustee, if so requested in writing. The Indenture Trustee and the Issuer agree to keep any information regarding the conduct and results of the Auctions, including, without limitation, information regarding customers of any Broker-Dealer, received from the Auction Agent in connection with this Auction Agent Agreement confidential and shall not disclose such information or permit the disclosure of such information without the prior written consent of the applicable Broker-Dealer to anyone except such agent, accountant or counsel engaged to audit or review the results of Auctions as permitted by this Section 2.10. Any such agent, accountant or counsel, before having access to such information, shall agree to keep such information confidential and not to disclose such information or permit disclosure of such information without the prior written consent of the applicable Broker-Dealer, except as may otherwise be required by law.
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Auction Agent Agreement hereof. Any changes in the Broker-Dealer Fee Rate shall be effective on the Auction Date next succeeding such change.
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Related to Auction Agent Agreement

  • Paying Agent Agreement That certain agreement by and between the Company and the Paying Agent relating to the Company’s engagement of the Paying Agent to act as the paying agent for the Notes.

  • Agency Agreement If more than one reinsured company is named as a party to this Contract, the first named company shall be deemed the agent of the other reinsured companies for purposes of sending or receiving notices required by the terms and conditions of this Contract, and for purposes of remitting or receiving any monies due any party.

  • Warrant Agent Agreement If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject to the Warrant Agent Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agent Agreement, the provisions of this Warrant shall govern and be controlling. ******************** (Signature Page Follows)

  • Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes The Trustee, any Paying Agent, any Conversion Agent, Bid Solicitation Agent (if other than the Company or any Affiliate thereof) or Note Registrar, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent or Note Registrar.

  • The Auction Agent as Paying Agent The Bank of New York, as the Paying Agent, shall pay to the Holders of AMPS (i) on each Dividend Payment Date, dividends on the AMPS, (ii) on any date fixed for redemption of AMPS, the Redemption Price of any shares 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 Rate Period for the AMPS to be paid by the Paying Agent to the Holders of such shares will be determined by the Trust as set forth in paragraph 2 of Part I of Section 12.1 of the Bylaws. The Redemption Price of any shares to be paid by the Paying Agent to the Holders will be determined by the Trust as set forth in paragraph 8 of Part I of Section 12.1 of the Bylaws. Whenever any AMPS are to be redeemed, the Fund shall mail a Notice of Redemption by first-class mail, postage prepaid, to each Holder of Preferred Shares being redeemed and provide notice to the Paying Agent pursuant to the Bylaws.

  • Syndication Agent The Syndication Agent shall not have any duties or responsibilities hereunder in its capacity as such.

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