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For more information visit our privacy policy.Calculation Agent The Calculation Agent is Party A.
APPOINTMENT OF THE CALCULATION AGENT The Calculation Agent is appointed, and the Calculation Agent agrees to act, as Calculation Agent in respect of each Series of Notes described in the Schedule (the Relevant Notes) for the purposes set out in clause 2 and on the terms of this Agreement. The agreement of the parties that this Agreement is to apply to each Series of Relevant Notes shall be evidenced by the manuscript annotation and signature in counterpart of the Schedule.
DUTIES OF CALCULATION AGENT The Calculation Agent shall perform the duties expressed to be performed by it in the Conditions in respect of each Series of Notes in respect of which it is appointed as Calculation Agent. As soon as practicable after the relevant time on each Interest Determination Date or such time on such date as the Conditions may require to be calculated any rate or amount, any quotation to be obtained or any determination or calculation to be made by the Calculation Agent, the Calculation Agent shall determine such rate and calculate the Interest Amounts in respect of each denomination of the Notes for the relevant Interest Accrual Period, Interest Period or Interest Payment Date, calculate the Redemption Amount or Instalment Amount, obtain such quotation and/or make such determination or calculation, as the case may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual Period, Interest Period or Interest Payment Date and, if required, the relevant Interest Payment Date and, if required to be calculated, any Redemption Amount or Instalment Amount to be notified to any other Calculation Agent appointed in respect of the Notes that is to make a further calculation upon receipt of such information, the Issuing and Principal Paying Agent, the Issuer, each of the Paying Agents, the relevant Noteholders and, if the relevant Notes are to be listed on a stock exchange and the rules of such exchange so require, such exchange as soon as possible after their determination but in no event later than (i) the commencement of the relevant Interest Period, if determined prior to such time, in the case of notification to such exchange of an Rate of Interest and Interest Amount, or (ii) in all other cases, the fourth Business Day after such determination. If the Calculation Agent at any material time does not make any determination or calculation or take any action that it is required to do pursuant to the Conditions, it shall forthwith notify the Issuer, the Guarantor, the Trustee and the Issuing and Principal Paying Agent.
Settlement Administrator 52. The Settlement Administrator shall administer various aspects of the Settlement as described in the following paragraph and perform other functions specified for the Settlement Administrator elsewhere in this Agreement. These functions include, but are not limited to, administering the Notice Program and distributing funds from the Administration Account as provided in this Agreement. Amegy and Class Counsel shall jointly oversee the Settlement Administrator. 53. In addition to other responsibilities described in this Agreement, the Settlement Administrator’s duties are as follows: a. Obtain from Class Counsel and Amegy the Settlement Class Members’ names and addresses (to the extent available), and verify and update the addresses received through the National Change of Address database, for the purpose of administering the Notice Program, and later mailing distribution checks to Past Account Holder Settlement Class Members, and to Current Account Holder Settlement Class Members where it is not feasible or reasonable for Amegy to make the payment by a credit to the Settlement Class Members’ Accounts; b. Administer the Notice Program as described in Section VIII; c. Establish and maintain a Post Office box for requests for exclusion from the Settlement Class; d. Establish and maintain the Settlement Website; e. Establish and maintain an automated toll-free telephone line for Settlement Class Members to call with Settlement-related questions, and answer the questions of Settlement Class Members who call with or otherwise communicate such inquiries; f. Respond to any mailed Settlement Class Member inquiries; g. Process all requests for exclusion from the Settlement Class; h. Provide weekly reports and, no later than five (5) days after the end of the Opt- Out Period, a final report to Class Counsel and Amegy summarizing the number of requests for exclusion received that week, the total number of exclusion requests received to date, and other pertinent information; i. In advance of the Final Approval Hearing, prepare an affidavit to submit to the Court that identifies each Settlement Class Member who timely and properly requested exclusion from the Settlement Class; j. Process and transmit distributions to Settlement Class Members from the Administration Account; k. Pay invoices, expenses and costs approved by Class Counsel as provided in this Agreement; and l. Perform any other Settlement-administration-related function at the instruction of Class Counsel and Amegy, including, but not limited to, verifying that Settlement Amount has been distributed as required by Sections XII and XIII of the Agreement. All costs that the Settlement Administrator incurs which are permitted by this Agreement shall be paid from the Settlement Amount.
The Auction Agent 17 6.1 Duties and Responsibilities..................................................17 6.2 Rights of the Auction Agent..................................................18 6.3 Auction Agent's Disclaimer...................................................18 6.4 Compensation, Expenses and Indemnification...................................18
The Auction Agent as Paying Agent 3.1 The Paying Agent. The Board of Directors of the Fund has adopted another resolution appointing Deutsche Bank as Auction Agent and Paying Agent. The Paying Agent hereby accepts such appointment and agrees to act in accordance with its standard procedures and the provisions of the Statement which are specified herein with respect to the Preferred Shares and as set forth in this Section 3. 3.2 The Fund's Notices to the Paying Agent. Whenever any shares of Preferred Shares are to be redeemed, the Fund promptly shall deliver to the Paying Agent a Notice of Redemption, which will be delivered by the Paying Agent to each Holder at least five Business Days prior to the date such Notice of Redemption is required to be mailed pursuant to the Statement. The Paying Agent shall have no responsibility to confirm or verify the accuracy of any such Notice. 3.3 The Fund to Provide Funds for Dividends and Redemptions. (a) Not later than 12:00 noon on each Dividend Payment Date, the Fund shall deposit with the Paying Agent an aggregate amount of Federal Funds or similar same-day funds equal to the declared dividends to be paid to Holders on such Dividend Payment Date, and shall give the Paying Agent irrevocable instructions to apply such funds to the payment of such dividends on such Dividend Payment Date. (b) If the Fund shall give a Notice of Redemption, then by 12:00 noon of the date fixed for redemption, the Fund shall deposit in trust with the Paying Agent an aggregate amount of Federal Funds or similar same-day funds sufficient to redeem such shares of Preferred Shares called for redemption and shall give the Paying Agent irrevocable instructions and authority to pay the redemption price to the Holders of shares of Preferred Shares called for redemption upon surrender of the certificate or certificates therefor.
Auction Agent's Disclaimer The Auction Agent makes no representation as to the validity or the adequacy of this Agreement, the Broker-Dealer Agreements or the AMPS.
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.
Global Agent The entity selected by Xxxxxxx Mac to act as its global, calculating, transfer, authenticating and paying agent for the Original Notes, which as of the Closing Date is
Successor Administrative Agent The Administrative Agent may resign as Administrative Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Revolving Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.