Concerning the Administrator Sample Clauses

Concerning the Administrator. It is expressly understood and agreed by the parties to this Agreement and the Creditors that (a) in the exercise of the powers and authority conferred and vested in it as Administrator under the Administration Agreement, and subject to the protections and limitations from liability afforded to the Administrator thereunder, Access Group is acting solely in its capacity as Administrator on behalf of the Issuer and not in its individual or personal capacity; (b) the representations, warranties, certifications, covenants, undertakings, agreements and obligations by Access Group herein and in the certificates delivered pursuant hereto are made and intended not as personal representations, warranties, covenants, undertakings, agreements and obligations by Access Group, but are made and intended for the purpose of only binding the Trust Estate and the Issuer; and (c) except as provided in the Administration Agreement, nothing contained herein shall be construed as creating any liability on Access Group, individually or personally, to perform any expressed or implied covenant, duty or obligation of any kind whatsoever contained herein.
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Concerning the Administrator. It is expressly understood and agreed by the parties to this Agreement that (a) in the exercise of the powers and authority conferred and vested in it as Administrator under the Administration Agreement, and subject to the protections and limitations from liability afforded to the Administrator thereunder, Access Group, Inc. is acting solely in its capacity as Administrator on behalf of the Issuer and not in its individual or personal capacity; (b) the representations, warranties, certifications, covenants, undertakings, agreements and obligations by Access Group, Inc. herein and in the certificates delivered pursuant hereto are made and intended not as personal representations, warranties, covenants, undertakings, agreements and obligations by Access Group, Inc., but are made and intended for the purpose of only binding the Trust Estate and the Issuer; and (c) except as provided in the Administration Agreement, nothing contained herein shall be construed as creating any liability on Access Group, Inc., individually or personally, to perform any expressed or implied covenant, duty or obligation of any kind whatsoever contained herein. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer, whereupon this Agreement shall become a binding agreement between you and the Issuer. Very truly yours, PEAKS TRUST 2009-1 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity or personal capacity but solely in its capacity as Owner Trustee By /s/ Xxxxx Xxxxxxxx Name Xxxxx Xxxxxxxx Title Attorney in Fact By /s/ Xxxx XxXxxxxxx Name Xxxx XxXxxxxxx Title Attorney in Fact This Agreement is hereby accepted and agreed to as of the date thereof. ITT EDUCATIONAL SERVICES, INC. By /s/ Xxxxx X. Xxxxxx Name Xxxxx X. Xxxxxx Title Chairman and CEO PEAKS TRUST 2009-1 C/O DEUTSCHE BANK TRUST COMPANY DELAWARE 0000 XXXXXX XXXX, XXXXX 000 WILMINGTON, DELAWARE 19805 INFORMATION RELATING TO NOTE PURCHASER NAME AND ADDRESS OF NOTE PURCHASER ITT Educational Services, Inc. 00000 Xxxxx Xxxxxxxx Xxxxxx Carmel, IN 46032 (1) All payments by wire transfer of immediately available funds to: ITT Educational Services, Inc. Bank: JPMorgan Acct#: 705001304003 Routing#: 000000000 with sufficient information to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers: ITT Educational Services, Inc. Attn: Controller 00000 Xxxxx Xxxx...
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Related to Concerning the Administrator

  • Representations and Warranties of the Adviser and the Administrator The Adviser and the Administrator, jointly and severally, represent to each Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agree with each Underwriter as follows:

  • Retention of the Administrator The Trust hereby retains the Administrator to act as the administrator of the Portfolios and to furnish the Portfolios with the management and administrative services as set forth in Article 2 below. The Administrator hereby accepts such employment to perform the duties set forth below. The Administrator shall, for all purposes herein, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in any way and shall not be deemed an agent of the Trust.

  • Independence of the Administrator For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer, the Administrator shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.

  • Compensation of the Administrator For the services to be rendered by the Administrator as provided in Section 2 of this Agreement, the Portfolio shall pay to the Administrator, at the end of each month, a fee equal to one-twelfth of 0.15 percent of the net assets of the Portfolio. If this Agreement is terminated prior to the end of any month, the fee for such month shall be prorated.

  • Liability of the Administrator No provision of this Agreement shall be deemed to protect the Administrator against any liability to the Fund or its shareholders to which it might otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

  • Activities of the Administrator The services of the Administrator to the Company are not to be deemed to be exclusive, and the Administrator and each affiliate is free to render services to others. It is understood that directors, officers, employees and stockholders of the Company are or may become interested in the Administrator and its affiliates, as directors, officers, members, managers, employees, partners, stockholders or otherwise, and that the Administrator and directors, officers, members, managers, employees, partners and stockholders of the Administrator and its affiliates are or may become similarly interested in the Company as stockholders or otherwise.

  • Representations and Warranties of the Administrator The Administrator represents and warrants to the Issuer and the Indenture Trustee as follows:

  • Other Activities of the Administrator Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an Administrator for any other Person even though such Person may engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee.

  • Indemnification by the Administrator The Administrator shall indemnify each Series and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys' fees and expenses, incurred by such Series which result from: (i) the Administrator's failure to comply with the terms of this Agreement with respect to such Series; or (ii) the Administrator's lack of good faith in performing its obligations hereunder with respect to such Series; or (iii) the Administrator's negligence or misconduct or that of its employees, agents or contractors in connection herewith with respect to such Series. A Series shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of that Series or its employees, agents or contractors other than the Administrator unless such negligence or misconduct results from or is accompanied by negligence or misconduct on the part of the Administrator, any affiliated person of the Administrator, or any affiliated person of an affiliated person of the Administrator. Before confessing any claim against it which may be subject to indemnification hereunder, a Series shall give the Administrator reasonable opportunity to defend against such claim in its own name or in the name of the Trust on behalf of such Series.

  • Provision of Services by the Administrator The Administrator shall directly, or indirectly through one or more Affiliates (as defined below) or third parties as described in Section 1(b), engage and maintain personnel for the purpose of providing the following services (collectively, the “Services”) to the Issuer and Masterworks Cayman: (i) Artwork-Level Services, including: (A) custodial and storage services for the Artwork; (B) maintaining asset-level insurance requirements for the Artwork; (C) managing transport for the Artwork in the ordinary course of business, including the display and exhibition thereof; (D) research services; (E) appraisal and valuation services; and (F) other services deemed necessary or appropriate by the Administrator at its discretion to maintain the Artwork; (ii) Entity-Level Services for the Issuer and Masterworks Cayman, including: (A) oversight and management of banking activities; (B) management of preparation and filing of SEC and other corporate filings; (C) financial, accounting and bookkeeping services, including retention of an auditor for the Issuer; (D) record-keeping, shareholder registrar, investor relations and regulatory compliance; (E) providing listing services, subject to the applicable law; (F) tax reporting services; (G) bill payment; (H) selecting and negotiating insurance coverage for the Issuer and Masterworks Cayman, including operational errors and omissions coverage and directors’ and officers’ coverage; (I) maintain the Issuer’s stock ledger and coordinating activities of the Issuer’s transfer agent, escrow agent and related parties; (J) software services; and (K) services related to Templum ATS trading. (iii) Non-Routine Services, including: (A) legal and professional transactional services; (B) negotiation of terms of potential sale of the Artwork or the Issuer and the execution thereof; (C) obtaining appraisals and statements of condition in connection with a sale transaction relating to the Artwork; (D) other transaction-related services, cost, payments and expenditures relating to the Artwork or the Issuer; (E) administrative services in connection with liquidation or winding up of the Issuer and Masterworks Cayman; (F) managing litigation, judicial proceedings or arbitration, including the defense and or settlement of any claims (regardless of whether or not the Issuer is named as a defendant or party in any such claim); (G) Conservation, restoration (as deemed necessary by the Administrator), reframing and other expenditures that increase the value of the Artwork; and (H) other non-routine or extraordinary services.

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