CALCULATION AGENCY AGREEMENT Sample Clauses

CALCULATION AGENCY AGREEMENT. A form of calculation agency agreement is set out in Appendix C hereto. Where the Conditions require functions to be carried out by a Calculation Agent other than the Agent, the relevant Issuer may execute such an agreement or an agreement in such other form as such Issuer and the Calculation Agent may agree.
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CALCULATION AGENCY AGREEMENT. The Company shall comply with and perform all its obligations under the Calculation Agency Agreement and use its reasonable efforts to procure that the Calculation Agent complies with and performs all of its respective obligations under the Calculation Agency Agreement and not make any amendment or modification to such agreement without the prior written approval of the Trustee.
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CALCULATION AGENCY AGREEMENT. A form of calculation agency agreement is set out in Schedule 5 hereto. Where the Conditions require functions to be carried out by a calculation agent the Issuer may, if it so chooses, execute such an agreement with a calculation agent selected by it. In the event that the Issuer executes such an agreement with a calculation agent in respect of a Series of Notes and the calculation agent is not the Agent, the calculation agent will assume, in addition to any obligations it has under the calculation agency agreement, the obligations of the Agent pursuant to clause 2.1(d) and clause 8.1 only.
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CALCULATION AGENCY AGREEMENT. 26.1 A form of calculation agency agreement is set out in Schedule 5 hereto. Where the Conditions require functions to be carried out by a calculation agent the Issuer may, if it so chooses, execute such an agreement with a calculation agent selected by it. In the event that the Issuer executes such an agreement with a calculation agent in respect of a Series of Notes and the calculation agent is not the Principal Paying Agent, the calculation agent will assume, in addition to any obligations it has under the calculation agency agreement, the obligations of the Principal Paying Agent pursuant to Clause 2.1(h) and Clause 8.1 only. 26.2 The Issuer hereby agrees that it shall not name the Principal Paying Agent as the Calculation Agent in the final terms and/or pricing supplements for any Series of Notes where ISDA Determination is specified as the manner in which the Rate of Interest is to be determined without the prior written consent of the Principal Paying Agent. If, for whatever reason, the final terms and/or pricing supplement does name the Principal Paying Agent as Calculation Agent where ISDA Determination is specified, without the prior written consent of the Principal Paying Agent, anything in the ISDA Determinations requiring the Calculation Agent to form an opinion and/or exercising discretion and/or determine alternative and/or substitute benchmarks, reference rates, successor reference rates and/or screen pages, interest adjustment factors/fractions or spreads, market disruptions, benchmark amendment conforming changes, selection of Reference Xxxxx, shall be construed as a reference to the Issuer exercising such opinions and/or discretions and/or making such determinations and/or selections for the relevant Series of Notes.
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CALCULATION AGENCY AGREEMENT. 53 43. Communications........................................................53 44.
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CALCULATION AGENCY AGREEMENT. Where the Conditions require functions to be carried out by a calculation agent, those functions shall be carried out by the Agent unless the Issuer and the Guarantor otherwise agree. In such a case, the Issuer and the Guarantor may execute a calculation agency agreement with such modifications as they shall determine to be required by the Conditions of the Notes to be issued in respect of which the calculation agency agreement is to be executed with a calculation agent selected between them and the relevant Dealer for the relevant Series of Notes.
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CALCULATION AGENCY AGREEMENT. 29 30. REDENOMINATION AND EXCHANGE.........................................29 31. DESCRIPTIVE HEADINGS................................................32 32. GOVERNING LAW.......................................................32 33. COUNTERPARTS........................................................32 APPENDICES Page APPENDIX A Terms and Conditions of the Notes...........................................A-1 APPENDIX B Forms of Global and Definitive Notes, Coupons, Receipts and Talons..................................................................B-1 Appendix B-1--Form of Temporary Global Notes..............................-1--1 Schedule One--Part I--Interest Payments.........................B-1--6 Schedule One--Part II--Installment Payments.....................B-1--7 Schedule Two--Schedule of Exchanges for Notes Represented by a Permanent Global Note or Definitive Notes, or Redemptions or Purchases and Cancellations.....................1--8 Schedule Three--Form of Certificate to be Presented by Appropriate Clearing System....................................1--9 Certificate "A"--Form of Certificate to be Presented to Appropriate Clearing System.....................................-11 Appendix B-2--Form of Permanent Global Note...............................-2--1 Schedule One--Part I--Interest Payments.........................B-2--6 Schedule One--Part II--Installment Payments.....................B-2--7 Schedule Two--Schedule of Exchanges of a Temporary Global Note and for Definitive Notes, or Redemptions or Purchases and Cancellations.......................................2--9 Appendix B-3--Definitive Note.............................................-3--1 Appendix B-4--Form of Coupon..............................................-4--1 Appendix B-5--Form of Receipt.............................................-5--1 Appendix B-6--Form of Talon...............................................-6--1 APPENDIX C Form of Calculation Agency Agreement........................................C-1 APPENDIX D Form of Operating & Administrative Procedures Memorandum....................D-1 Annex A--Settlement Procedures.....................................D-3 Annex B to Appendix D--Form of Final Terms.........................D-6 Annex C--Form Letter from Lead Manager/Dealer.....................D-20 Annex D--Trading Desk Information.................................D-21 APPENDIX E Form of the Notes..........................................................E-1 FIFTH AMENDED AND RES...
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CALCULATION AGENCY AGREEMENT. A form of calculation agency agreement is annexed to this Agreement as Appendix C. Where the Conditions require functions to be carried out by a calculation agent (including in respect of Indexed Notes and Dual Currency Notes), the Company may execute such an agreement or an agreement in such form as the Company and the calculation agent may agree and any calculations will be made in the manner specified in the applicable Pricing Supplement.
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Related to CALCULATION AGENCY AGREEMENT

  • 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.

  • Collateral Agency Agreement New Secured Party hereby acknowledges receipt of a copy of the executed Collateral Agency Agreement. New Secured Party hereby becomes (and is hereby designated by GECC) a Secured Party under the Collateral Agency Agreement. New Secured Party agrees to be bound by the terms thereof and hereby authorizes Collateral Agent to act on its behalf under the Collateral Agency Agreement with respect to its Designated Lease Assets set forth on Schedule I attached hereto.

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

  • Securities Contract; Swap Agreement The parties hereto intend for (i) the Transaction to be a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”), and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s right to liquidate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default under the Agreement with respect to the other party to constitute a “contractual right” as described in the Bankruptcy Code, and (iii) each payment and delivery of cash, securities or other property hereunder to constitute a “margin payment” or “settlement payment” and a “transfer” as defined in the Bankruptcy Code.

  • Servicing Agreement General Summary The Sellers and the Purchasers intend this Agreement to amend and restate that certain “Servicing Agreement,” dated March 23, 2021, for purposes of the Purchase Agreement and wish to set forth herein the terms upon which each Purchaser will, to the fullest extent permitted by applicable Law and the applicable Corporate Trust Contract, and subject to the applicable provisions of this Agreement, assume the responsibility (as agent of the applicable Seller) to supervise, manage, administer and otherwise discharge the duties of the applicable Seller in a Corporate Trust Capacity under (a) any Restricted Appointment and (b) any Excluded Appointment (collectively, the “Serviced Appointments”), and the Purchasers will discharge and perform when due, and indemnify the Sellers for, the Assumed Servicing Liabilities.

  • Amendments of Sale and Servicing Agreement and Trust Agreement The Issuer shall not agree to any amendment to Section 9.01 of the Sale and Servicing Agreement or Section 11.01 of the Trust Agreement to eliminate the requirements thereunder that the Indenture Trustee or the Noteholders consent to amendments thereto as provided therein.

  • Documentation Agent and Syndication Agent Neither the Documentation Agent nor the Syndication Agent shall have any duties or responsibilities hereunder in its capacity as such.

  • Calculations Respecting Mortgage Loans Calculations required to be made pursuant to this Agreement with respect to any Mortgage Loan in the Trust Fund shall be made based upon current information as to the terms of the Mortgage Loans and reports of payments received from the Mortgagor on such Mortgage Loans and payments to be made to the Securities Administrator as supplied to the Securities Administrator by the Master Servicer. The Securities Administrator shall not be required to recompute, verify or recalculate the information supplied to it by the Master Servicer or any Servicer.

  • Banking Services and Swap Agreements Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements with, any Loan Party or any Subsidiary or Affiliate of a Loan Party shall deliver to the Administrative Agent, promptly after entering into such Banking Services or Swap Agreements, written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party or Subsidiary or Affiliate thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). In furtherance of that requirement, each such Lender or Affiliate thereof shall furnish the Administrative Agent, from time to time after a significant change therein or upon a request therefor, a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the Administrative Agent shall be used in determining which tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations and/or Swap Agreement Obligations will be placed.

  • Sub-Servicing Agreements Between Servicer and Sub-Servicers (a) The Servicer may enter into Sub-Servicing Agreements with Sub-Servicers, which may be Affiliates of the Servicer, for the servicing and administration of the Mortgage Loans; provided, however, such sub-servicing arrangement and the terms of the related Sub-Servicing Agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangement contemplated hereunder. The Trustee is hereby authorized to acknowledge, at the request of the Servicer, any Sub-Servicing Agreement. No such acknowledgment shall be deemed to imply that the Trustee has consented to any such Sub-Servicing Agreement, has passed upon whether such Sub-Servicing Agreement meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement or has passed upon whether such Sub-Servicing Agreement is otherwise permitted under this Agreement. Each Sub-Servicer shall be (i) authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub- Servicing Agreement and (ii) a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer. Each Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Servicer will examine each Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. Any variation in any Sub-Servicing Agreements from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub-Servicing Accounts or the timing and amount of remittances by the Sub-Servicers to the Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the Trustee copies of all Sub- Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer's execution and delivery of such instruments. (b) As part of its servicing activities hereunder, the Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement, including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Sub-Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed.

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