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CLEARING MEMBER REIMBURSEMENT AGREEMENT
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Instructions
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1. One Agreement must be completed for each Bid Form submitted. Complete Bid Information must be provided where requested at the bottom of page 2 of the Agreement
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2. An authorized officer of the Clearing Member is required to sign each Agreement.
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3. Attach a copy of the completed Bid Form to the original, signed Reimbursement Agreement and return to:
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Treasury Operations
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Board of Trade Clearing Corporation
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141 W. Jackson, Suite 1404
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Attn: Jonathan Buchbinder
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4. Attach a copy of the signed Reimbursement Agreement to the original Bid Form and deliver to:
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Accounting Department
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Chicago Board of Trade
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141 W. Jackson, Suite 2240
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Attn: EPA Auction
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CLEARING MEMBER REIMBURSEMENT AGREEMENT
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FOR VALUE RECEIVED, the undersigned Clearing Member (the ‘Member’) of the Board of Trade Clearing Corporation, a Delaware corporation (‘BOTCC’), hereby agrees as follows:
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1. This Agreement is being executed by the Member in connection with the EPA Bid Form identified below and submitted by the Member on behalf of itself and/or its customers (the ‘Bid’). Each Bid is an offer by the Member to purchase the number of EPA Sulfur Dioxide Allowances (‘Allowances’) specified on the Bid for the price specified on the Bid.
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2. The Member represents and warrants that the Bid Information set forth below is true and correct. The Member further represents and warrants that this Agreement has been duly authorized, executed and delivered on behalf of the Member and constitutes the valid and binding agreement of the Member.
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3. The Member understands and acknowledges that, upon BOTCC’s execution of this Agreement below, BOTCC will guarantee the Member’s payment in full of the purchase price for the Bid, if accepted. BOTCC shall not have any obligation with respect to Bid Forms submitted by the Member that are not identified below and attached to a Clearing Member Reimbursement Agreement signed by BOTCC. The Member further acknowledges and agrees that BOTCC makes no warranty of title or other warranty with respect to Allowances delivered for accepted Bids and releases BOTCC from any and all liabilities and obligations whatsoever with respect such Allowances.
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4. The Member agrees to reimburse BOTCC, upon demand, for the purchase price of any accepted Bid paid by BOTCC pursuant to BOTCC’s guarantee thereof and any and all costs and expenses incurred by BOTCC relating to such guarantee or this Agreement. As security for this reimbursement obligation, the Member agrees to deposit and maintain with BOTCC, at all times until the Member’s obligations with respect to the Bid are satisfied in full, house margin in excess of the margin requirements otherwise required by BOTCC for the Member’s house account in an amount equal to 10% of the total purchase price of all Bids identified on all Clearing Member Reimbursement Agreements executed by the Member and BOTCC (‘Excess Margin’). As security for the Member’s reimbursement obligation hereunder, the Member hereby grants to BOTCC a security interest in and lien on such Excess Margin and any other margin, cash, securities and other property of the Member in the possession of or under the control of BOTCC and any shares of stock of BOTCC held by the Member. BOTCC may exercise all of its rights and remedies as a secured party under the Uniform Commercial Code or otherwise to satisfy the Member’s reimbursement obligations hereunder. In addition to the foregoing, the Member shall grant to BOTCC a security interest in such other collateral as BOTCC may deem necessary or appropriate. |
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Volume 21 - Bulletin #71
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5. The Member hereby assigns to BOTCC the Member’s right to receive (and hereby agrees to promptly deliver to BOTCC if the Member actually receives) Allowances with respect to the Bid in the event that the Bid is accepted and BOTCC, pursuant to its guarantee of the purchase price for the Bid, is required to pay part or all of the purchase price for the Bid and BOTCC is not immediately fully reimbursed by the Member pursuant to the preceding paragraph.
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6. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to conflicts of laws principles.
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EXECUTED this____________ of ______________, 2001 by a duly authorized signatory of the undersigned Member.
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CLEARING MEMBER:
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Form for Execution by Corporation
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Name of Corporation:__________________________________________________
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By (President): _____________________________________________________
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Name (typed):________________________________________________
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Form for Execution by Limited Liability Company or Limited Liability Partnership
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Name of Entity:______________________________________________________
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By (Managing Member/Partner):____________________________________________
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Name (typed):___________________________________________________
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Form for Execution by Partnership
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Name of Partnership:___________________________________________________
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By (Individual General Partner):_________________________________________
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Name (typed):________________________________________________
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Or by (Corporate General Partner):
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Name of Corporation:__________________________________________________
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By (President):__________________________________________________________
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Name (typed):________________________________________________
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ACCEPTED, ACKNOWLEDGED AND AGREED as of the date set forth above.
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BOARD OF TRADE CLEARING CORPORATION
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By:____________________________________________________________________
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Name:_______________________________________________________
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Title:_________________________________________________________
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____________________________________________________________________________________________
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Volume 21 - Bulletin #71
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Page 4
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Please complete the following information for each Bid.
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Auction to which Bid applies:
(check one)
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______ Spot Auction (2001)
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Submitted For:
(check one)
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______House Account
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______Account of Customer
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______ 7-year Advance Auction (2008)
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Customer Reference Number________________
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Number of Allowances Requested:_________________
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Price per Allowance:________________
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Total Bid Price:______________________
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