DUTIES WITH RESPECT TO ACCOUNTS AND RECORDS AND CALCULATION OF Sample Clauses

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DUTIES WITH RESPECT TO ACCOUNTS AND RECORDS AND CALCULATION OF. NET ASSET VALUE ---------------

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• Duties of Custodian with Respect to the Books of Account and Calculation of Net Asset Value and Net Income The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the applicable Board to keep the books of account of each Portfolio and/or compute the net asset value per Share of the outstanding Shares or, if directed in writing to do so by a Fund on behalf of a Portfolio, shall itself keep such books of account and/or compute such net asset value per Share. If so directed, the Custodian shall also calculate daily the net income of the Portfolio as described in the Prospectus and shall advise the Fund and the Transfer Agent daily of the total amounts of such net income and, if instructed in writing by an officer of the Fund to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. Each Fund acknowledges and agrees that, with respect to investments maintained with the Underlying Transfer Agent, the Underlying Transfer Agent is the sole source of information on the number of shares of a fund held by it on behalf of a Portfolio and that the Custodian has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Custodian in performing its duties under this Agreement, including without limitation, the duties set forth in this Section 10 and in Section 11 hereof; provided, however, that the Custodian shall be obligated to reconcile information as to purchases and sales of Underlying Shares contained in trade instructions and confirmations received by the Custodian and to report promptly any discrepancies to the Underlying Transfer Agent. The calculations of the net asset value per Share and the daily income of each Portfolio shall be made at the time or times described from time to time in the Prospectus. Each Fund acknowledges that, in keeping the books of account of the Portfolio and/or making the calculations described herein with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7) hereof, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the Fund’s counterparty(ies), or the agents of either of them.

• DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 26 ARTICLE VI RECORDS 27

• Audit Rights Period for Construction-Related Accounts and Records Accounts and records related to the design, engineering, procurement, and construction of Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades shall be subject to audit for a period of twenty-four months following Connecting Transmission Owner’s issuance of a final invoice in accordance with Article 12.2 of this Agreement.

• Payments and Credits with Respect to the Cash Accounts The Custodian shall make payments from or deposits to any of said accounts in the course of carrying out its administrative duties, including but not limited to income collection with respect to the Fund's Investments, and otherwise in accordance with Instructions. The Custodian and its Subcustodians shall be required to credit amounts to the cash accounts only when moneys are actually received in cleared funds in accordance with banking practice in the country and currency of deposit. Any credit made to any Principal or Agency Account before actual receipt of cleared funds shall be provisional and may be reversed by the Custodian in the event such payment is not actually collected. Unless otherwise specifically agreed in writing by the Custodian or any Subcustodian, all deposits shall be payable only at the branch of the Custodian or Subcustodian where the deposit is made or carried.

• Proceedings with Respect to Certain Assets and Liabilities (a) In connection with any investigation, proceeding or other matter with respect to any asset or liability of the Failed Bank retained by the Receiver, or any asset of the Failed Bank acquired by the Receiver pursuant to this Agreement, the Assuming Institution shall cooperate to the extent reasonably required by the Receiver. (b) In addition to its obligations under Section 6.4, the Assuming Institution shall provide representatives of the Receiver access at reasonable times and locations without other limitation or qualification to (i) its directors, officers, employees and agents and those of the Subsidiaries acquired by the Assuming Institution, and (ii) its books and records, the books and records of such Subsidiaries and all Credit Files, and copies thereof. Copies of books, records and Credit Files shall be provided by the Assuming Institution as requested by the Receiver and the costs of duplication thereof shall be borne by the Receiver. (c) Not later than ten (10) days after the Put Notice pursuant to Section 3.4 or the date of the notice of transfer of any Loan by the Assuming Institution to the Receiver pursuant to Section 3.6, the Assuming Institution shall deliver to the Receiver such documents with respect to such Loan as the Receiver may request, including without limitation the following: (i) all related Credit Documents (other than certificates, notices and other ancillary documents), (ii) a certificate setting forth the principal amount on the date of the transfer and the amount of interest, fees and other charges then accrued and unpaid thereon, and any restrictions on transfer to which any such Loan is subject, and (iii) all Credit Files, and all documents, microfiche, microfilm and computer records (including but not limited to magnetic tape, disc storage, card forms and printed copy) maintained by, owned by, or in the possession of the Assuming Institution or any Affiliate of the Assuming Institution relating to the transferred Loan.

• Audit Rights Period for All Other Accounts and Records Accounts and records related to a Party’s performance or satisfaction of its obligations under this Agreement other than those described in Article 25.4.1 of this Agreement shall be subject to audit as follows: (i) for an audit relating to cost obligations, the applicable audit rights period shall be twenty-four months after the auditing Party’s receipt of an invoice giving rise to such cost obligations; and (ii) for an audit relating to all other obligations, the applicable audit rights period shall be twenty-four months after the event for which the audit is sought.

• Action by Owners with Respect to Certain Matters The Owner Trustee shall not have the power, except upon the direction of the Owners, to (a) remove the Administrator under the Administration Agreement pursuant to Section 8 thereof, (b) appoint a successor Administrator pursuant to Section 8 of the Administration Agreement, (c) remove the Servicer under the Sale and Servicing Agreement pursuant to Section 8.01 thereof or (d) except as expressly provided in the Basic Documents, sell the Receivables after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Owners.

• ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

• RECORDS AND AUDIT ACCESS 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body. 17.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice. 17.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that: 17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; 17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement; 17.3.3 all related invoices are completely and accurately included in the MI returns; and 17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable). 17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes: 17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors); 17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; 17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; 17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7; 17.4.5 to review the Supplier's compliance with its security obligations; 17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or 17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit". 17.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of seven

• Duties with Respect to the Indenture The Servicer shall perform all its duties and the duties of the Issuer under the Indenture. In addition, the Servicer shall consult with the Owner Trustee as the Servicer deems appropriate regarding the duties of the Issuer under the Indenture. The Servicer shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture. The Servicer shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Servicer shall take all necessary action that is the duty of the Issuer to take pursuant to the Indenture, including, without limitation, pursuant to Sections 2.7, 3.5, 3.6, 3.7, 3.9, 3.10, 3.17, 5.1, 5.4, 6.9, 7.3, 8.2, 9.2, 9.3, 11.1 and 11.15 of the Indenture.