DUTIES AND RESPONSIBILITIES OF THE ADMINISTRATOR Sample Clauses

DUTIES AND RESPONSIBILITIES OF THE ADMINISTRATOR. The Administrator shall oversee the administration of the Fund's and each Portfolio's business and affairs as set forth herein and shall provide certain services required for effective administration of the Fund and the Portfolios. In connection therewith, the Administrator shall:
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DUTIES AND RESPONSIBILITIES OF THE ADMINISTRATOR. 3.1 The Administrator shall calculate and inform the Retiree, the amount to be taken by him/her as monthly or quarterly Programmed withdrawal on the basis of an expected life span and in accordance with the model approved by the Commission. 3.2 The Administrator shall, immediately upon the commencement of this Agreement, issue the necessary instruction to its Pension Funds Custodian (the Custodian) for carrying out the necessary monthly or quarterly payments of the agreed sum into the Retiree’s bank account. 3.3 The Administrator shall ensure that the Retiree’s Bank Account is credited with the periodic amount on the 24th day of every calendar month or the next working day, whichever is earlier. 3.4 The Administrator shall continue to invest the balance standing to the credit of the Retiree’s RSA in instruments approved by the Commission and from to time credit the RSA with any accrued income from such investments. 3.5 The Administrator shall issue the Retiree with quarterly statements of activities, balances and other transactions on his/her RSA. 3.6 The Administrator shall continue to update the Retiree’s records as may from to time become necessary. 3.7 The Administrator shall provide a help desk to attend to enquiries and/or queries from the Retiree. 3.8 The Administrator shall ensure prompt payment of both lump sum and periodic withdrawal from his/her pension fund.
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DUTIES AND RESPONSIBILITIES OF THE ADMINISTRATOR. The Administrator shall perform the following duties and responsibilities on behalf of the each Fund of the Trust:
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DUTIES AND RESPONSIBILITIES OF THE ADMINISTRATOR. 3.1 The Administrator shall consolidate the (3) three major components of the Retirees RSA, which are accrued rights, accumulated pension contributions and interest earned from investment and the fixed portion of Voluntary Contributions (if any), for the purpose of computing retirements benefits. 3.2 The Administrator shall utilize the standard Programmed Withdrawal Template to compute the Retiree’s’ benefits using parameters such as consolidated RSA balance, age at retirement, final salary, gender and A55 adjusted Mortality Table. 3.3 The Administrator shall inform the Retiree of the minimum and maximum lump sum allowable as well as the resulting monthly or quarterly pensions due to him, using the Programmed Withdrawal Template as referred to in Clause 3.2 above. 3.4 The Administrator shall inform the Retiree of the option to either collect the maximum lump sum due to him or a minimum lump sum in order to boost his monthly or quarterly pension. Provided that the choice made by the retiree shall become binding and the retiree cannot request for a piecemeal withdrawal of the lump sum. 3.5 The Administrator shall inform the Retiree that additional lump sum is not permissible after programming, except in the event of additional significant inflow of funds into the Retirement Savings Account which would be utilized to enhance monthly or quarterly pension and the residue (if any) paid as additional lump sum, subject to the regulation issued by the Commission from time to time. 3.6 The Administrator shall provide the Retiree with a Consent Form, which shall contain the complete details of the Retiree as well as the consolidated RSA balance as at date of programming and the agreed lump sum and monthly or quarterly pension that would be taken by the Retiree. 3.7 The Administrator shall inform the Retiree that the terms of the Agreement shall become binding upon execution of both the Agreement and the Consent Form. 3.8 The Administrator shall enlighten the Retiree to the effect that his monthly or quarterly pension may be reviewed upwards in the event of growth in the RSA balance with sufficient investment income that may occasion periodic pension enhancement to be approved by the Commission from time to time. 3.9 The Administrator shall, upon receipt of approval from the Commission, issue necessary instruction to its Pension Fund Custodian (the Custodian) for effecting the payments of the agreed lump sum and the monthly or quarterly pensions into the Retiree’s com...
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DUTIES AND RESPONSIBILITIES OF THE ADMINISTRATOR. (a) In addition to the other duties specified in this Indenture and in the Servicing Agreement, the Administrator Duties shall, on behalf of the Trust Estate, consist of: (i) administering collections on the Receivables; (ii) arranging for and administering repossessions of the Financed Vehicles related to the Receivables; (iii) disposing of each Financed Vehicle related to a Receivable whether following repossession or otherwise; (iv) maximizing collections of Receivables, and filing of insurance claims under and in accordance with the Insurance Policies (if any) with respect to each Auto Loan affected by a repossession or otherwise; (v) delivering to the Trustee and to any Noteholder with a Percentage of at least 50% in respect of a Series upon the request of such Noteholder the List of Receivables allocated to such Series as amended from time to time, on each Assignment Date; and (vi) formulating the Credit and Collection Policies, from time to time. (b) Other than in connection with its duty as Collection Agent or Servicer to effect liquidations of Financed Vehicles and its obligation to make repurchases of Receivables hereunder, AutoBond shall not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or written respect to, any Receivable (or any right to receive income in respect thereof), or any Collection Account.
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DUTIES AND RESPONSIBILITIES OF THE ADMINISTRATOR. The Administrator shall perform the following duties and responsibilities on behalf of the Fund: A. GENERAL FUND MANAGEMENT 1. Act as liaison among all Fund service providers. 2. Provide appropriate personnel, office facilities, information technology, record keeping and other resources as necessary for the Administrator to perform its duties and responsibilities under this Agreement. 3. Coordinate board activities by: a. Assisting in establishing meeting agendas. b. Preparing board reports based on financial and administrative data. c. Securing and monitoring director and officers liability coverage. 4. Coordinate shareholder meetings by: a. Assisting in the preparation and mailing of shareholder communications, including proxy materials. b. Assisting with the scheduling and conduct of shareholder meetings. 5. Assist in the overall operations of the Fund.
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DUTIES AND RESPONSIBILITIES OF THE ADMINISTRATOR. Subject to the direction and control of the Trust, the Administrator shall supervise the Trust's business affairs not otherwise supervised by other agents of the Trust. To the extent not otherwise provided by other parties under agreement with the Trust, the Administrator shall perform the following duties: (i) coordination and oversight of all third parties furnishing services to the Trust; (ii) compliance services of the Trust; (iii) regulatory and other fund reporting; and (iv) executive and administrative services. Such responsibilities include, but are not limited to, (i) the reporting of non-investment related statistical and research data; (ii) supervision or preparation of tax returns, reports to shareholders, and reports to and filings with the Securities and Exchange Commission, state securities commissions and Blue Sky authorities, including preliminary and definitive proxy materials and post-effective amendments to the Trust's registration statement; (iii) review of invoices or other requests for payment of Trust expenses; (iv) coordination and preparation of materials for meetings of the Trust's Board of Trustees; and (v) provide personnel to serve as officers of the Trust if so elected by the Board of Trustees. Administration shall also respond to inquiries from Trust shareholders or otherwise answer communications from Trust shareholders if such inquiries or communications are directed to the Administrator. If any such inquiry or communication would be more properly answered by one of the agents providing such services to the Trust, the Administrator will coordinate, as needed, the provision of their response.
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DUTIES AND RESPONSIBILITIES OF THE ADMINISTRATOR. 3.1 The Administrator shall calculate and inform the Retiree, of at least three options/combinations of the amount to be taken by him/her as monthly/quarterly Programmed withdrawal on the basis of an expected life span and in accordance with the model approved by the Commission. 3.2 The Administrator shall enlighten the retiree after which they shall endorse a consent form showing the option/combination of monthly pension and lumpsum chosen by the retiree (which must be in line with the provisions of the PRA 2014, Guidelines, Rules and Regulations issued by the Commission from time to time) and two options/combinations rejected thereof. 3.3 The Administrator shall, immediately upon the commencement of this Agreement, issue the necessary instruction to its Pension Funds Custodian (the Custodian) for carrying out the necessary monthly or quarterly payments of the agreed sum into the Retiree’s bank account. 3.4 The Administrator shall ensure that the Retiree’s Bank Account is credited with the periodic amount on the 24th day of every calendar month or the next working day, whichever is earlier. 3.5 The Administrator shall continue to invest the balance standing to the credit of the Retiree’s RSA in instruments approved by the Commission and from to time credit the RSA with any accrued income from such investments. 3.6 The Administrator shall issue the Retiree with quarterly statements of activities, balances and other transactions on his/her RSA. 3.7 The Administrator shall continue to update the Retiree’s records as may from to time become necessary. 3.8 The Administrator shall provide a help desk to attend to enquiries and/or queries from the Retiree. 3.9 The Administrator shall ensure prompt payment of both lump sum (where applicable) and periodic withdrawal from his/her pension fund.
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DUTIES AND RESPONSIBILITIES OF THE ADMINISTRATOR. (a) In addition to the other duties specified in this Indenture and in the related Servicing Agreement, the Administrator Duties shall, on behalf of the Trust Estate, consist of: (i) remarketing time-share properties; (ii) collecting of Loans that are 30 days or more past due, including the mailing of routine past due notices, preparing and mailing of collection letters, contacting delinquent Obligors by telephone to encourage payment, and the mailing of reminder notices to the delinquent Obligors; (iii) arranging for and administering repossessions and foreclosures of the Properties related to the Loans; (iv) disposing of each Property related to a Loan whether following repossession, foreclosure or otherwise; (v) provided that no Event of Default has occurred and is continuing with respect to the related Series, modifying the terms of Loans, PROVIDED, HOWEVER, the Administrator shall not modify, waive or amend the terms of any Loan unless a default on such Loan has occurred or is imminent or unless such modification, amendment or waiver shall not (i) alter the interest rate on or the principal balance of such Loan, (ii) alter the final maturity of, or any other terms of, such Loan which would have a material adverse affect on Noteholders, (iii) materially impair the Property underlying such Loan or (iv) reduce materially the likelihood that payments of interest and principal on such Loan shall be made when due; PROVIDED, FURTHER, the Administrator may grant an extension of the final maturity of a Loan if the Administrator, in its sole discretion, determines that (a) such Loan is in default or default on such Loan is likely to occur in the foreseeable future, and (b) that the value of the Loan will be enhanced by such extension; PROVIDED, FURTHER, that the Administrator shall not (1) grant more than one extension per calendar year with respect to a Loan or (2) grant an extension for more than one calendar month with respect to a Loan;
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Related to DUTIES AND RESPONSIBILITIES OF THE ADMINISTRATOR

  • Duties and Responsibilities of the Trustee During Default; Prior to Default. With respect to the Holders of any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a series has occurred (which has not been cured or waived) the Trustee shall exercise with respect to such series of Securities such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that (a) prior to the occurrence of an Event of Default with respect to the Securities of any series and after the curing or waiving of all such Events of Default with respect to such series which may have occurred: (i) the duties and obligations of the Trustee with respect to the Securities of any series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 5.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. The provisions of this Section 6.01 are in furtherance of and subject to Section 315 of the Trust Indenture Act of 1939.

  • Duties and Responsibilities of Manager During the Term, subject to the provisions of Section 3.1 herein, Manager shall provide, in exchange for the Management Fee, all such services as are necessary and appropriate for the day-to-day administration and management of Practice in a manner consistent with good business practice, including without limitation those services set forth in this Article 2.

  • Duties and Responsibilities of the Servicer (a) The Servicer shall conduct the servicing, administration and collection of the Transferred Loans and shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect Transferred Loans from time to time on behalf of the Borrower and as the Borrower’s agent. (b) The duties of the Servicer, as the Borrower’s agent, shall include, without limitation: (i) preparing and submitting of claims to, and post-billing liaison with, Obligors on Transferred Loans; (ii) maintaining all necessary Servicing Records with respect to the Transferred Loans and providing such reports to the Borrower, the Managing Agents and the Administrative Agent in respect of the servicing of the Transferred Loans (including information relating to its performance under this Agreement) as may be required hereunder or as the Borrower, any Managing Agent or the Administrative Agent may reasonably request; (iii) maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate Servicing Records evidencing the Transferred Loans in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Transferred Loans (including, without limitation, records adequate to permit the identification of each new Transferred Loan and all Collections of and adjustments to each existing Transferred Loan); provided, however, that any Successor Servicer shall only be required to recreate the Servicing Records of each prior Servicer to the extent such records have been delivered to it in a format reasonably acceptable to such Successor Servicer; (iv) promptly delivering to the Borrower, any Managing Agent or the Administrative Agent, from time to time, such information and Servicing Records (including information relating to its performance under this Agreement) as the Borrower, such Managing Agent or the Administrative Agent from time to time reasonably request; (v) identifying each Transferred Loan clearly and unambiguously in its Servicing Records to reflect that such Transferred Loan is owned by the Borrower and pledged to the Administrative Agent; (vi) complying in all material respects with the Credit and Collection Policy in regard to each Transferred Loan; (vii) complying in all material respects with all Applicable Laws with respect to it, its business and properties and all Transferred Loans and Collections with respect thereto; (viii) preserving and maintaining its existence, rights, licenses, franchises and privileges as a corporation in the jurisdiction of its organization, and qualifying and remaining qualified in good standing as a foreign corporation and qualifying to and remaining authorized and licensed to perform obligations as Servicer (including enforcement of collection of Transferred Loans on behalf of the Borrower, Lenders, each Hedge Counterparty and the Collateral Custodian) in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification would materially adversely affect (A) the rights or interests of the Borrower, Lenders, each Hedge Counterparty and the Collateral Custodian in the Transferred Loans, (B) the collectibility of any Transferred Loan, or (C) the ability of the Servicer to perform its obligations hereunder; and (ix) notifying the Borrower, each Managing Agent and the Administrative Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim that is or is threatened to be (1) asserted by an Obligor with respect to any Transferred Loan; or (2) reasonably expected to have a Material Adverse Effect; and (c) The Borrower and Servicer hereby acknowledge that the Secured Parties, the Administrative Agent and the Collateral Custodian shall not have any obligation or liability with respect to any Transferred Loans, nor shall any of them be obligated to perform any of the obligations of the Servicer hereunder.

  • Duties and Responsibilities of Trustee The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Trust Indenture Act. In case an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that (a) prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred: (1) the duties and obligations of the Trustee shall be determined solely by the Trust Indenture Act and the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture and the Trust Indenture Act against the Trustee; and (2) in the absence of bad faith or willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (c) the Trustee shall not be liable to any Noteholder with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Notes at the time outstanding determined as provided in Section 9.4 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and (d) whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee shall be subject to the provisions of this Section. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

  • Certain Duties and Responsibilities of the Trustee In entering into this First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

  • Duties and Responsibilities of the Escrow Agent The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

  • Duties and Responsibilities of Executive (a) During the Employment Period, Executive shall devote Executive’s full business time and attention to the business of the Company and its Affiliates, as applicable, and will not hold any outside employment or consulting position. Executive’s duties pursuant to this Agreement will include those normally incidental to the positions identified in Section 1, as well as such additional duties as may be assigned to Executive by the Holdings Board from time to time. (b) Executive represents and covenants that Executive is not the subject of or a party to any employment agreement, non-competition or non-solicitation covenant, non-disclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing Executive’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Company and its Affiliates fiduciary duties, including duties of care, loyalty, fidelity, and allegiance, such that Executive shall act at all times in the best interests of the Company and its Affiliates and shall not appropriate any business opportunity of the Company or its Affiliates for Executive. Executive agrees that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Company and its Affiliates under common law. The Parties acknowledge and agree that Executive may provide services (including as an executive, employee, director, or otherwise) to multiple Affiliates of the Company and, in providing such services, Executive will not be violating Executive’s obligations hereunder so long as Executive abides by the terms of Sections 7, 8, and 9 below in the course of performing such services.

  • Duties of the Administrator (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity 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 to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section

  • Certain Duties and Responsibilities The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

  • Duties and Responsibilities of Employee (a) During the Employment Period, Employee shall devote substantially all of Employee’s business time and attention to the business of the Company and its Affiliates, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates and will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above of as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or by the Board of Managers of EPE Acquisition (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such activities do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of the Company. (b) Employee expressly represents and covenants to the Company that Employee is not subject or a party to any employment agreement, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement and fully performing Employee’s duties and responsibilities hereunder.

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