The Fiscal Agent Sample Clauses

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 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. Section 11.1. Appointment of Fiscal Agent; Acceptance 38 Section 11.2. Certain Duties and Responsibilities of Fiscal Agent 38 Section 11.3. Notice of Defaults 39 Section 11.4. Certain Rights of Fiscal Agent 39 Section 11.5. Not Responsible for Recitals 40 Section 11.6. May Hold Funding Loan 41 Section 11.7. Moneys Held by the Fiscal Agent 41 Section 11.8. Compensation and Reimbursement 41 Section 11.9. Fiscal Agent Required; Eligibility 41 Section 11.10. Resignation and Removal; Appointment of Successor 42 Section 11.11. Acceptance of Appointment by Successor 42 Section 11.12. Merger, Conversion, Consolidation or Succession to Business 43 Section 11.13. Appointment of Co Fiscal Agent 43 Section 11.14. Loan Servicing 44 Section 11.15. No Recourse Against Officers or Employees of Fiscal Agent 44

The Fiscal Agent. (a) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Advance which has not been deemed a Nonrecoverable 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 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 an Advance pursuant to this Section 8.13 or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such 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 (other than indemnification pursuant to Section 8.05(b) or reimbursement for unreimbursed Advances and Advance Interest in respect thereof owed to the Fiscal Agent) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer or the Special Servicer. (c) The obligations of the initial Fiscal Agent set forth in this Section 8.13 shall exist for so long as the initial Trustee shall act as Trustee hereunder and the Trustee would not otherwise satisfy the eligibility requirements of Section 8.06. The obligations of the initial Fiscal Agent set forth in this Section 8.13 or otherwise pursuant to this Agreement shall cease to exist to the extent that LaSalle National Bank, or any successor in interest thereto, 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.

The Fiscal Agent. The Fiscal Agent shall act as specifically provided herein and in the Funding Loan Agreement. No implied covenants shall be read into this Agreement against the Fiscal Agent. Subject to the right of the Fiscal Agent to be indemnified as provided in the Funding Loan Agreement, the Fiscal Agent shall act as the agent of and on behalf of the Issuer when requested in writing by the Issuer to do so, and any act required to be performed by the Issuer as herein provided shall be deemed taken if such act is performed by the Fiscal Agent. 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 obligations of the Fiscal Agent in acting hereunder shall be subject to the provisions of the Funding Loan Agreement, including, without limitation, the provisions of Article 9 thereof, which are incorporated by reference herein. The incorporated provisions of the Funding Loan Agreement are intended to survive the retirement of the Note, discharge of the Mortgage, termination of the Loan Agreement and defeasance or termination of the Funding Loan 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 gross negligence, bad faith, fraud 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, in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that the payment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Fiscal Agent shall examine all documents prepared by the Owner and furnished to the Fiscal Agent to determine whether such documents conform on their face to the requirements of this Regulatory Agreement (which shall not require the Fiscal Agent to determine compliance with the covenants herein). The Fiscal Agent shall notify the Issuer and the Owner in writing if the Fiscal Agent does not receive any document from the Owner at the time required under this Regulatory Agreement or if such document does not conform on its face to the requirements of this Regulatory Agreement. The Fiscal Agent may conclusively rely on and shall be protected in acting...

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 ▇▇▇ ▇▇▇e of either Rating Agency or Moody's, such other ▇▇▇▇▇▇ as each such Rating Agency or Moody's shall ▇▇▇▇▇▇ so long as it is accompanied by a statement in wri▇▇▇▇ ▇▇at any of the then-current ratings assigned by such Rating Agency or Moody's to the respective Classes of the Certificates and, if applicabl▇, ▇▇▇ 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 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 duties, responsibilities and obligations of Fiscal Agent shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied against the Fiscal Agent. The Fiscal Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder. (1) Subject to Subsection 7(3), in acting under this Agreement and in connection with the Notes, the Fiscal Agent and the London Agent are acting solely as agents of Hydro-Québec and do not assume any obligation or relationship of agency, administration of the property of others or trust with any of the holders of Notes, except that all amounts received and held by the Fiscal Agent and the London Agent for payment in respect of the Notes shall be held in trust for the holders of the Notes in a separate account or accounts for payment to the holders of Notes as provided herein. (2) The Fiscal Agent and the London Agent may consult with legal counsel and 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 they have received advice from their respective counsel in good faith and in accordance with the opinions and advice of such counsel. (3) The Fiscal Agent and the London Agent and their respective 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 or the London Agent was not acting as agent hereunder, and may engage or be interested in any financial or other transaction with Hydro-Québec, and may act on behalf of, or as a depositary, trustee or agent for, any committee or body of holders of Notes or holders of other obligations of Hydro-Québec as freely as if the Fiscal Agent or the London Agent was not acting as agent hereunder. (4) The Fiscal Agent and the London Agent may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, facsimile transmission or other paper or document believed by them 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 hereo...

The Fiscal Agent. Section 7.01. Appointment of Fiscal Agent 27 Section 7.02. Liability of Fiscal Agent 28 Section 7.03. Information; Books and Accounts 30 Section 7.04. Notice to Fiscal Agent 30 Section 7.05. Compensation; Indemnification 30 Section 7.06. Interaction With the City 31 Section 8.01. Amendments Permitted 32 Section 8.02. Owners’ Meetings 32 Section 8.03. Procedure for Amendment with Written Consent of Owners 32 Section 8.04. Disqualified Bonds 33 Section 8.05. Effect of Supplemental Agreement 33 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendment 34 Section 8.07. Amendatory Endorsement of Bonds 34 Section 8.08. No Additional Indebtedness 34