Common use of Rights and Liabilities of the Calculation Agent Clause in Contracts

Rights and Liabilities of the Calculation Agent. The Calculation Agent, its directors, officers, employees and agents shall incur no liability for, or in respect of, any action taken or omitted to be taken, or suffered by it in reliance upon any Subject Note, written instruction, notice, request, direction, certificate, consent, report, affidavit, statement, order or other instrument, paper, document or communication reasonably believed by it in good faith to be genuine, except in the case of its or their negligence or willful misconduct. Any Subject Note, written instruction, notice, request, direction, certificate, consent, report, affidavit, statement, order or other instrument, paper, document or communication from the Issuer or given by it and sent, delivered or directed to the Calculation Agent under, pursuant to, or as permitted by, any provision of this Agreement shall be sufficient for purposes of this Agreement if it is in writing and signed by any authorized representative of the Issuer, as may be specified from time to time by the Issuer. The Calculation Agent may conclusively rely, as to the truth of the statements expressed therein, upon any Subject Note, written instruction, notice, request, direction, certificate, consent, report, affidavit, statement, order and/or other instrument, paper, document or communication, reasonably believed by it in good faith to be genuine, from the Issuer or given by it and sent, delivered or directed to the Calculation Agent and conforming to the requirements of this Agreement, and the Calculation Agent may rely and shall be protected in acting upon any such Subject Note, written instruction, notice, request, direction, certificate, consent, report, affidavit, statement, order or other instrument, paper, document or communication. The Calculation Agent may consult with counsel satisfactory to it and the advice of such counsel shall constitute full and complete authorization and protection of the Calculation Agent with respect to any action taken or omitted to be taken or suffered by it hereunder in good faith and in accordance with and in reliance upon the advice of such counsel. The Calculation Agent shall not be liable for any error resulting from the use of or reliance on a source, data service, bid or offered rate or publication required to be used by any Subject Note, this Agreement or any other related document. Neither the Calculation Agent nor its directors, officers, employees or agents shall be liable to the Issuer for any act or omission hereunder, except in the case of its or their negligence or willful misconduct. No party shall be liable for any default resulting from force majeure, which shall be deemed to include any circumstances beyond the reasonable control of the party affected.

Rights and Liabilities of the Calculation Agent. From time to time, the Bank will furnish the Calculation Agent with a written list of the names of officers of the Bank authorized to give instructions and notices on behalf of the Bank hereunder (each, an "Instructing Representative"). The Calculation Agent, its directors, officers, employees Agent shall be protected and agents shall incur no liability for, or in respect of, any action taken or omitted to be taken, or suffered by it in reliance upon any Subject Note, Floating Rate Note or written instruction, notice, request, direction, order, certificate, consent, report, affidavit, statement, order statement or other instrument, paper, document or communication reasonably believed by it in good faith to be genuine, except in genuine and to have been approved or signed by the case of its proper party or their negligence or willful misconductparties. Any Subject Note, written instruction, notice, request, direction, order, certificate, consent, report, affidavit, statement, order statement or other instrument, paper, document or communication from the Issuer Bank or given by it and sent, delivered or directed to the Calculation Agent under, pursuant to, or as permitted by, any provision of this Agreement shall be sufficient for purposes of this Agreement if it such instruction, notice, request, direction, order, certificate, consent, report, affidavit, statement, or other paper, document, communication or comment is in writing and signed by any authorized representative of the Issuer, as may be specified from time to time by the Issueran Instructing Representative. The Calculation Agent may conclusively rely, as to the truth of the statements expressed therein, upon any Subject Noteorder, written instruction, notice, request, direction, certificate, consent, report, affidavit, statement, order and/or or other instrument, paper, document or communication, reasonably believed by it in good faith to be genuine, from the Issuer Bank or given by it and sent, delivered or directed to the Calculation Agent and conforming to the requirements of this Agreement, and the Calculation Agent may rely and shall be protected in acting upon any such Subject Noteorder, written instruction, notice, request, direction, certificate, consent, report, affidavit, statement, order or other instrument, paper, document or communication. The Calculation Agent may consult with counsel satisfactory to it and the advice of such counsel or any opinion of counsel shall constitute full and complete authorization and protection of the Calculation Agent with respect to any action taken or taken, omitted to be taken taken, or suffered by it hereunder in good faith and in accordance with and in reliance upon the advice of such counsel. The Calculation Agent shall not be liable for any error resulting from the use of or reliance on a source, data service, bid or offered rate source or publication required to be used by any Subject Floating Rate Note, this Agreement or any other related document. Neither the Calculation Agent nor its officers, directors, officersemployees, employees agents or agents attorneys shall be liable to the Issuer Bank or any other party for any act or omission hereunder, or for any error of judgment made in good faith by it or them except in the case of its or their negligence gross negligence, or willful misconduct. No party shall be liable for any default resulting from force majeure, which shall be deemed to include any circumstances beyond the reasonable control of the party affected. In no event shall the Calculation Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Calculation Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Rights and Liabilities of the Calculation Agent. From time to time, the Bank will furnish the Calculation Agent with a written list of the names of officers of the Bank authorized to give instructions and notices on behalf of the Bank hereunder (each, an "Instructing Representative"). The Calculation Agent, its directors, officers, employees Agent shall be protected and agents shall incur no liability for, or in respect of, any action taken or omitted to be taken, or suffered by it in reliance upon any Subject Note, Floating Rate Note or written instruction, notice, request, direction, order, certificate, consent, report, affidavit, statement, order statement or other instrument, paper, document or communication reasonably believed by it in good faith to be genuine, except in genuine and to have been approved or signed by the case of its proper party or their negligence or willful misconductparties. Any Subject Note, written instruction, notice, request, direction, order, certificate, consent, report, affidavit, statement, order statement or other instrument, paper, document or communication from the Issuer Bank or given by it and sent, delivered or directed to the Calculation Agent under, pursuant to, or as permitted by, any provision of this Agreement shall be sufficient for purposes of this Agreement if it such instruction, notice, request, direction, order, certificate, consent, report, affidavit, statement, or other paper, document, communication or comment is in writing and signed by any authorized representative of the Issuer, as may be specified from time to time by the Issueran Instructing Representative. The Calculation Agent may conclusively rely, as to the truth of the statements expressed therein, upon any Subject Noteorder, written instruction, notice, request, direction, certificate, consent, report, affidavit, statement, order and/or or other instrument, paper, document or communication, reasonably believed by it in good faith to be genuine, from the Issuer Bank or given by it and sent, delivered or directed to the Calculation Agent and conforming to the requirements of this Agreement, and the Calculation Agent may rely and shall be protected in acting upon any such Subject Noteorder, written instruction, notice, request, direction, certificate, consent, report, affidavit, statement, order or other instrument, paper, document or communication. The Calculation Agent may consult with counsel satisfactory to it and the advice of such counsel or any opinion of counsel shall constitute full and complete authorization and protection of the Calculation Agent with respect to any action taken or taken, omitted to be taken taken, or suffered by it hereunder in good faith and in accordance with and in reliance upon the advice of such counsel. The Calculation Agent shall not be liable for any error resulting from the use of or reliance on a source, data service, bid or offered rate source or publication required to be used by any Subject Floating Rate Note, this Agreement or any other related document. Neither the Calculation Agent nor its officers, directors, officersemployees, employees agents or agents attorneys shall be liable to the Issuer Bank or any other party for any act or omission hereunder, or for any error of judgment made in good faith by it or them except in the case of its or their gross negligence or willful misconduct. No party shall be liable for any default resulting from force majeure, which shall be deemed to include any circumstances beyond the reasonable control of the party affected.

Rights and Liabilities of the Calculation Agent. From time to time, the Bank will furnish the Calculation Agent with a written list of the names of officers of the Bank authorized to give instructions and notices on behalf of the Bank hereunder (each, an “Instructing Representative”). The Calculation Agent, its directors, officers, employees Agent shall be protected and agents shall incur no liability for, or in respect of, any action taken or omitted to be taken, or suffered by it in reliance upon any Subject Note, Floating Rate Note or written instruction, notice, request, direction, order, certificate, consent, report, affidavit, statement, order statement or other instrument, paper, document or communication reasonably believed by it in good faith to be genuine, except in genuine and to have been approved or signed by the case of its proper party or their negligence or willful misconductparties. Any Subject Note, written instruction, notice, request, direction, order, certificate, consent, report, affidavit, statement, order statement or other instrument, paper, document or communication from the Issuer Bank or given by it and sent, delivered or directed to the Calculation Agent under, pursuant to, or as permitted by, any provision of this Agreement shall be sufficient for purposes of this Agreement if it such instruction, notice, request, direction, order, certificate, consent, report, affidavit, statement, or other paper, document, communication or comment is in writing and signed by any authorized representative of the Issuer, as may be specified from time to time by the Issueran Instructing Representative. The Calculation Agent may conclusively rely, as to the truth of the statements expressed therein, upon any Subject Noteorder, written instruction, notice, request, direction, certificate, consent, report, affidavit, statement, order and/or or other instrument, paper, document or communication, reasonably believed by it in good faith to be genuine, from the Issuer Bank or given by it and sent, delivered or directed to the Calculation Agent and conforming to the requirements of this Agreement, and the Calculation Agent may rely and shall be protected in acting upon any such Subject Noteorder, written instruction, notice, request, direction, certificate, consent, report, affidavit, statement, order or other instrument, paper, document or communication. The Calculation Agent may consult with counsel satisfactory to it and the advice of such counsel or any opinion of counsel shall constitute full and complete authorization and protection of the Calculation Agent with respect to any action taken or taken, omitted to be taken taken, or suffered by it hereunder in good faith and in accordance with and in reliance upon the advice of such counsel. The Calculation Agent shall not be liable for any error resulting from the use of or reliance on a source, data service, bid or offered rate source or publication required to be used by any Subject Floating Rate Note, this Agreement or any other related document. Neither the Calculation Agent nor its officers, directors, officersemployees, employees agents or agents attorneys shall be liable to the Issuer Bank or any other party for any act or omission hereunder, or for any error of judgment made in good faith by it or them except in the case of its or their gross negligence or willful misconduct. No party shall be liable for any default resulting from force majeure, which shall be deemed to include any circumstances beyond the reasonable control of the party affected.

Rights and Liabilities of the Calculation Agent. The Calculation Agent, its directors, officers, employees and agents No provision of this Indenture shall incur no liability for, or in respect of, any action taken or omitted be construed to be taken, or suffered by it in reliance upon any Subject Note, written instruction, notice, request, direction, certificate, consent, report, affidavit, statement, order or other instrument, paper, document or communication reasonably believed by it in good faith to be genuine, except in the case of its or their negligence or willful misconduct. Any Subject Note, written instruction, notice, request, direction, certificate, consent, report, affidavit, statement, order or other instrument, paper, document or communication from the Issuer or given by it and sent, delivered or directed to relieve the Calculation Agent underfrom liability for its own negligent action, pursuant toits own negligent failure to act, its own bad faith or as permitted by, any provision of this Agreement shall be sufficient for purposes of this Agreement if it is in writing and signed by any authorized representative of the Issuer, as may be specified from time to time by the Issuer. its own willful misconduct. (a) The Calculation Agent (i) engage and pay for the advice or services of any lawyers or other experts whose advice or services it considers necessary or advisable and rely upon any advice so obtained; (ii) may conclusively rely, as to the truth of the statements expressed therein, upon any Subject Note, written instruction, notice, request, direction, certificate, consent, report, affidavit, statement, order and/or other instrument, paper, document or communication, reasonably believed by it in good faith to be genuine, from the Issuer or given by it and sent, delivered or directed to the Calculation Agent and conforming to the requirements of this Agreement, and the Calculation Agent may rely and shall be protected in acting or refraining from acting upon any such Subject Noteresolution, written instructionOfficer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, certificate, consent, reportorder, affidavitbond, statementdebenture, order note, coupon, security or other instrumentpaper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; and (iii) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, paper, document approved or communication. The Calculation Agent may consult with counsel satisfactory to it and the advice of such counsel shall constitute full ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization authorization, approval and protection ratification in respect of the Calculation Agent with respect to any action taken or omitted to be taken or suffered by it hereunder in good faith Issuer and in accordance with and in reliance upon the advice of such counsel. its actions under this Indenture. (b) The Calculation Agent shall not be liable for deemed to have notice of any error resulting from the use Event of or reliance on Default unless a source, data service, bid or offered rate or publication required to be used by any Subject Note, this Agreement or any other related document. Neither Responsible Officer of the Calculation Agent nor its directors, officers, employees or agents has received written notice thereof and such notice references the Securities and this Indenture. (c) In no event shall be liable to the Issuer for any act or omission hereunder, except in the case of its or their negligence or willful misconduct. No party shall Calculation Agent be liable for any default resulting from force majeureaction taken in accordance with the instructions of the Issuer in the absence of bad faith, negligence or willful misconduct on its part. (d) Notwithstanding the satisfaction or discharge of this Indenture or the resignation, replacement or removal of the Calculation Agent, the Calculation Agent shall under no circumstances be liable to any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, inter alia, loss of business, goodwill, opportunity or profit) even if advised of the likelihood of such loss on damages and regardless of the form of action. The provisions of this Section 13.04(d) shall survive the termination and discharge of this Indenture and the resignation or removal of the Calculation Agent. (e) In no event shall the Calculation Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Calculation Agent shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (f) The Calculation Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document (except those issued by the Calculation Agent), but the Calculation Agent, in its discretion, may make such reasonable further inquiry or investigation into such facts or matters as it may see fit, at the cost of the Issuer, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (g) The Calculation Agent may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (h) The permissive right of the Calculation Agent hereunder to take or omit to take any action shall not be deemed construed as a duty. (i) The Issuer covenants to include indemnify the Calculation Agent for, and to hold it harmless against, any circumstances beyond loss, liability or expense arising out of or in connection with the performance of its duties hereunder, including the reasonable control costs and expenses (including the properly incurred charges and expenses of its agents and counsel) of defending itself against or investigating any claim of liability arising out of or in connection with the same, except to the extent such loss, liability or expense is due to the bad faith, negligence, or willful misconduct of the party affectedCalculation Agent. The obligations of the Issuer under this Section 13.04 to compensate and indemnify the Calculation Agent and to pay or reimburse the Calculation Agent for expenses shall survive the resignation or removal of the Calculation Agent and the satisfaction and discharge of this Indenture. (j) None of the provisions contained in this Indenture shall require the Calculation Agent 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, unless it is indemnified and/or secured to its reasonable satisfaction.