The Auctions Clause Samples

The Auctions. 2.1 PURPOSE; INCORPORATION BY REFERENCE OF AUCTION PROCEDURES AND SETTLEMENT PROCEDURES. (a) On each Auction Date, the provisions of the Auction Procedures will be followed by the Auction Agent for the purpose of determining the Applicable Rate for the AMPS for the next Rate Period. Each periodic implementation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were fully set forth herein. (c) BD agrees to act as, and assumes the obligations of and limitations and restrictions placed upon, a Broker-Dealer under this Agreement. (d) BD acknowledges and agrees that each provision of the Auction Procedures that requires BD to perform an obligation or procedure is hereby incorporated herein by reference and that this Agreement shall constitute the Fund's instruction, and BD hereby agrees, to perform such obligations and procedures without further request by or instructions from the Fund. (e) BD may participate in Auctions for its own account. 2.2 PREPARATION FOR EACH AUCTION. (a) Not later than 9:30 A.M. on each Auction Date, the Auction Agent shall notify the Fund and BD of the Maximum Applicable Rate and the Treasury Index Rate(s) and the LIBOR Rate(s), as the case may be, used to make such determination. (b) BD shall cause the Maximum Applicable Rate to be communicated as promptly as practicable to its customers who hold or may be interested in acquiring AMPS. (c) As promptly as practicable after determining each Auction Date, but not later than 9:15 a.m. on the Business Day preceding such Auction Date, the Auction Agent shall notify BD, by such means as the Auction Agent deems practicable, of the scheduled date of such Auction Date. If the Auction Date for any Auction shall be changed after the Auction Agent has given such notice or the notice referred to in clause (g) of paragraph 1 of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to BD not later than the earlier of (x) 9:15 a.m. on the Business Day preceding the new Auction Date, and (y) 9:15 a.m. on the original Auction Date. Thereafter, BD shall promptly notify customers of BD that are Existing Holders of such change in the Auction Date. (d) If required by applicable law,...