Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a), the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations.
(ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder.
(iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be perform...
Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.
(ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns.
(iv) The Administrator m...
Additional Duties. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such additional duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the Chairman, the President or the Board.
Additional Duties. To the extent Vendor is “acting on behalf of” Citizens as provided under Section 119.011(2), Florida Statutes, Vendor must: (a) keep and maintain public records required by Citizens to perform the Services; (b) upon request of Citizens’ Records Custodian, provide Citizens with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law;
Additional Duties. (i) In addition to the duties of the Owner Trust Administrator set forth above, the Owner Trust Administrator shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04 of the Trust Agreement. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Owner Trust Administrator and to each successor Owner Trust Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Owner Trust Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, the Owner Trust Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions. Such responsibilities shall include providing to the Depositor and the Indenture Trustee (i) the monthly Servicer’s Certificate in an appropriate electronic form and (ii) Pennsylvania and Maryland renewal notices or forms received by the Owner Trust Administrator and shall include the actual filing of any reports pursuant to the Exchange Act.
(ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Owner Trust Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04 and 5.05(a) of the Trust Agreement with respect to, among other things, accounting and reports to Owners; provided, however, that the Depositor shall retain responsibility for the distribution of the Schedule K-1s (as prepared by the Owner Trust Administrator) necessary to enable each Owner to prepare its federal and state income tax returns.
(iii) The Owner Trust Administrator shall satisfy its obligations with respect to Section 5.04 of the Trust Agreement under clause (ii) above by retaining, at the expense of the Trust payable by the Owner Trust Administr...
Additional Duties. The Trust agrees that it shall advise UMBFS at least 30 days prior to effecting any change in the Prospectus which would increase or alter the duties and obligations of UMBFS hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS thereto.
Additional Duties. 2.01 MML shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, MML agrees that all such records prepared or maintained by MML relating to the services to be performed by MML hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Fund on and in accordance with its request.
2.02 MML and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required be law.
2.03 MML will endeavor to notify the Fund and to secure instructions from an authorized officer of the Fund in case of any requests or demands for the inspection of Shareholder records. MML reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.
Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform, or cause to be performed, its duties and obligations and the duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement.
(ii) In furtherance of the foregoing, the Issuer shall execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions.
(iii) In carrying out the foregoing duties or any of its other obligations under this Administration Agreement, the Administrator may enter into transactions or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties.
(iv) In carrying out any of its obligations under this Administration Agreement, the Administrator may act either directly or through agents, attorneys, accountants, independent contractors or auditors and enter into agreements with any of them.
Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement.
(ii) In furtherance of the foregoing, the Issuer shall execute and deliver to the Issuer Administrator one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 hereof, and in accordance with the directions of the Issuer, or the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Delaware Trustee or the Administrator. The Issuer Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Administrator under the Trust Related Agreements.
(iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties.
(iv) In carrying out any of its obligations under this Agreement, the Issuer Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them.
Additional Duties. To the extent Vendor is “acting on behalf of” Citizens as provided under Section 119.011(2), Florida Statutes, Vendor must: (a) keep and maintain public records required by Citizens to perform the Services; (b) upon request of Citizens’ Records Custodian, provide Citizens with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (c) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law, for the duration of the term of the Agreement and following the expiration or termination of the Agreement if Vendor does not transfer the records to Citizens; and, (d) upon the expiration or termination of the Agreement, transfer at no cost to Citizens all public records in possession of Vendor or, alternatively, Vendor may keep and maintain all records required by Citizens to perform the Services. If Vendor transfers all public records to Citizens upon the expiration or termination of the Agreement, Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure. If Vendor keeps and maintains public records upon expiration or termination of the Agreement, Vendor shall meet all applicable requirements for retaining public records. All public records stored electronically must be provided to Citizens, upon request by Citizens’ Records Custodian, in a format that is compatible with the information technology systems of Citizens. IF VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO VENDOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE AGREEMENT, PLEASE CONTACT CITIZENS’ RECORDS CUSTODIAN AT (a) (000) 000-0000; (b) XXXXXXXXXXXXXX@XXXXXXXXXXX.XXX; OR, (c) RECORDS CUSTODIAN, CITIZENS PROPERTY INSURANCE CORPORATION, 0000 XXXXXXXX XXXXXX, XXXXXXXXXXX, XX 00000.
