The Fiscal Agent. (a) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment Advance pursuant to this Section 8.14, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee.
(b) All fees and expenses of the Fiscal Agent incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor or the Master Servicer.
(c) The obligations of the initial Fiscal Agent set forth in this Section 8.14 shall exist for so long as the initial Trustee shall act as Trustee hereunder. The obligations of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that the initial Trustee is no longer acting as Trustee hereunder. The responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06.
The Fiscal Agent. (1) In acting under this Agreement and in connection with the Notes, the Fiscal Agent is acting solely as agent of the Issuer and does not assume any obligation or relationship of agency or trust with any of the holders of Notes, except that all amounts received and held by the Fiscal Agent for payment in respect of the Notes shall be held in trust (i.e., as mandatary) for the holders of the Notes in a separate account or accounts for payment to the holders of Notes. The Fiscal Agent shall not be liable to pay interest or investment income to the Issuer on any moneys received from the Issuer for the purposes of payment pursuant to Section 7 (Payments by the Issuer to the Fiscal Agent).
(2) The Fiscal Agent shall be protected and shall incur no liability for action taken or not taken, or suffered to be taken or not taken, with respect to all legal matters upon which it has received advice from counsel in good faith and in accordance with the opinions and advice of such counsel.
(3) The Fiscal Agent and its officers, directors and employees may become the owners of, or acquire an interest in, any Notes, with the same rights that they would have if the Fiscal Agent was not acting as agent hereunder, and may engage or be interested in any financial or other transaction with the Issuer, and may act on behalf of, or as a depository, trustee or agent for, any committee or body of holders of Notes or holders of other obligations of the Issuer as freely as if the Fiscal Agent was not acting as agent hereunder.
(4) The Fiscal Agent may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, telecopier or other paper or document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties and, in particular, may rely and shall be protected in acting on the basis of any such notice which is given in accordance with the provisions hereof.
The Fiscal Agent. The Fiscal Agent shall act as specifically provided herein and in the Funding Loan Agreement and may exercise such additional powers as are reasonably incidental hereto and thereto. The Fiscal Agent shall have no duty to act with respect to enforcement of the Owner’s performance hereunder as described in Section 17 unless it shall have actual knowledge of any such default as provided in Section 17. The Fiscal Agent may act as the agent of and on behalf of the Governmental Lender, and any act required to be performed by the Governmental Lender as herein provided shall be deemed taken if such act is performed by the Fiscal Agent. In connection with any such performance, the Fiscal Agent is acting solely as Fiscal Agent under the Funding Loan Agreement and not in its individual capacity, and except as expressly provided herein, all provisions of the Funding Loan Agreement relating to the rights, privileges, powers and protections of the Fiscal Agent, including without limitation those set forth in Section 10 thereof, shall apply with equal force and effect to all actions taken (or omitted to be taken) by the Fiscal Agent in connection with this Regulatory Agreement. Neither the Fiscal Agent nor any of its officers, directors or employees shall be liable for any action taken or omitted to be taken by it hereunder or in connection herewith except for its or their own negligence or willful misconduct.
The Fiscal Agent. The Fiscal Agent accepts its obligations set forth herein and in the Notes upon the terms and conditions hereof and thereof, including the following, to all of which the Bank agrees and to all of which the rights of the holders from time to time of the Notes shall be subject:
(a) In acting under this Agreement and in connection with the Notes, the Fiscal Agent is acting solely as agent of the Bank and assumes no obligation towards or relationship of agency or trust for or with any of the owners or holders of the Notes except that all funds held by the Fiscal Agent for the payment of principal of, premium or interest (and any additional amounts payable) on the Notes shall be held in trust by the Fiscal Agent and applied as set forth herein and in the Notes, but need not be segregated from other funds held by the Fiscal Agent except as required by law.
(b) The Fiscal Agent shall be protected and shall incur no liability for or in respect of any action reasonably taken or omitted to be taken or thing suffered by it in reliance upon any Note, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper party or parties.
(c) The Fiscal Agent, and each of its officers, directors and employees, in its individual capacity or any other capacity, may become the owner of, or acquire any interest in, any Note or other obligations of the Bank with the same rights and subject to the same terms that it would have if it were not the Fiscal Agent or an officer, director or employee thereof, as the case may be, and may engage or be interested in any financial or other transaction with the Bank and may act on, or as depositary, trustee or agent for, any committee or body of Holders or other obligations of the Bank, as freely as if it were not the Fiscal Agent or an officer, director or employee thereof, as the case may be.
(d) The Fiscal Agent shall have no liability for interest on any monies at any time received and held by it pursuant to any of the provisions of this Agreement or the Notes.
(e) The recitals contained herein and in the Notes (except in the certificate of authentication of a duly authorized officer of the Fiscal Agent) shall be taken as the statements of the Bank and the Fiscal Agent assumes no responsibility for the correctness of the same. The Fiscal Agent makes no representation as to the validity or sufficiency of this Agreement or the ...
The Fiscal Agent. Section 11.1. Appointment of Fiscal Agent; Acceptance 39 Section 11.2. Certain Duties and Responsibilities of Fiscal Agent 39 Section 11.3. Notice of Defaults 40 Section 11.4. Certain Rights of Fiscal Agent 40 Section 11.5. Not Responsible for Recitals 41 Section 11.6. May Hold Funding Loan 42 Section 11.7. Moneys Held in Trust 42 Section 11.8. Compensation and Reimbursement 42 Section 11.9. Fiscal Agent Required; Eligibility 43 Section 11.10. Resignation and Removal; Appointment of Successor 43 Section 11.11. Acceptance of Appointment by Successor 44 Section 11.12. Merger, Conversion, Consolidation or Succession to Business 44 Section 11.13. Appointment of Co Fiscal Agent 44 Section 11.14. Loan Servicing 45 Section 11.15. No Recourse Against Officers or Employees of Fiscal Agent 45
The Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "AA-" from Fitch and "AA-" from S&P (and if the Fiscal Agent is rated "AA-" by S&P, a short-term rating of at least "A-1" in the case of S&P) and if any Grace Building Companion Loan Securities are rated by Moody's, a long-term unsecured debt rating of "Aa3" by Moody's (or, in xxx xxxe of either Rating Agency or Moody's, such other xxxxxx as each such Rating Agency or Moody's shall xxxxxx so long as it is accompanied by a statement in wrixxxx xxat any of the then-current ratings assigned by such Rating Agency or Moody's to the respective Classes of the Certificates and, if applicablx, xxx class of Grace Building Companion Loan Securities, would not be downgraded, qualified (if applicable) or withdrawn as a result of such rating).
The Fiscal Agent. The Fiscal Agent shall act as specifically provided herein and in the Funding Loan Agreement and may exercise such additional powers as are reasonably incidental hereto and thereto. The Fiscal Agent shall have no duty to act with respect to enforcement of the Borrower’s performance hereunder as described in Section 17 unless it shall have actual knowledge of any such default as provided in Section 17. The Fiscal Agent may act as the agent of and on behalf of the Governmental Lender, and any act required to be performed by the Governmental Lender as herein provided shall be deemed taken if such act is performed by the Fiscal Agent. In connection with any such performance, the Fiscal Agent is acting solely as Fiscal Agent under the Funding Loan Agreement and not in its individual capacity, and except as expressly provided herein, all provisions of the Funding Loan Agreement relating to the rights, privileges, powers and protections of the Fiscal Agent, including without limitation those set forth in Article XI thereof, shall apply with equal force and effect to all actions taken (or omitted to be taken) by the Fiscal Agent in connection with this Regulatory Agreement. Neither the Fiscal Agent nor any of its officers, directors or employees shall be liable for any action taken or omitted to be taken by it hereunder or in connection herewith except for its or their own negligence or willful misconduct. The Fiscal Agent shall not be responsible for the monitoring of the Borrower’s compliance with the terms of this Regulatory Agreement. After the date on which the Funding Loan is fully paid, as provided in the Funding Loan Agreement, the Fiscal Agent shall no longer have any rights, duties or responsibilities under this Regulatory Agreement and all references to the Fiscal Agent in this Regulatory Agreement shall be deemed references to the Governmental Lender.
The Fiscal Agent. The Fiscal Agent shall act as specifically provided herein and no implied duties or obligations shall be read into this Regulatory Agreement against the Fiscal Agent. The Fiscal Agent shall have no duty to act with respect to enforcement of the Owner’s performance hereunder. The Fiscal Agent is acting solely as Fiscal Agent under the Funding Loan Agreement and not in its individual capacity, and all provisions of the Funding Loan Agreement relating to the rights, privileges, powers and protections of the Fiscal Agent shall apply with equal force and effect to all actions taken (or omitted to be taken) by the Fiscal Agent in connection with this Regulatory Agreement. Neither the Fiscal Agent nor any of its officers, directors or employees shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith except for its or their own negligence or willful misconduct. No provision of this Regulatory Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance 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. After the date on which the Note is no longer outstanding the Fiscal Agent shall no longer have any duties or responsibilities under this Regulatory Agreement and all references to the Fiscal Agent in this Regulatory Agreement shall be deemed references to the City.
The Fiscal Agent. The recitals herein contained are made by PDVSA Finance, PDVSA and PDVSA Petóleo and not by the Fiscal Agent, and the Fiscal Agent assumes no responsibility for the correctness thereof.
The Fiscal Agent. The Fiscal Agent shall act as specifically provided herein and in the Funding Loan Agreement. The Fiscal Agent is entering into this Regulatory Agreement solely in its capacity as fiscal agent under the Funding Loan Agreement, and the duties, powers, rights and liabilities of the Fiscal Agent in acting hereunder shall be subject to the provisions of the Funding Loan Agreement.
