Additional Action by Administrative Agent Sample Clauses

Additional Action by Administrative Agent. Administrative Agent is hereby authorized and empowered, during the continuance of an Event of Default, on behalf of any Borrower (and shall upon the direction of the Required Lenders do each of the following), to endorse the name of any Borrower upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a Capital Contribution to any Borrower coming into Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereof. During the continuance of an Event of Default, Administrative Agent, on behalf of the Lenders, is hereby granted an irrevocable power of attorney, which is coupled with an interest and granted as security for the obligations of the Borrowers herein and in the other Loan Documents, to (i) carry out all actions and exercise all rights referred to in Section 10.2(b) hereof (except, in the case of clauses (i), (iii), (iv), (v), (vi) and (viii) of the first sentence of Section 10.2(b), during the Standstill Period); and (ii) execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any Borrower, either before or after demand of payment of the Obligations, as shall be deemed by Administrative Agent to be necessary or advisable, in the sole discretion of Administrative Agent, to protect the first priority Liens in the Collateral or the repayment of the Obligations, and neither Administrative Agent nor the Lenders, in the absence of bad faith, gross negligence and willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney.
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Additional Action by Administrative Agent. In the case of any Incremental Term Loans or Incremental Revolving Credit Commitments (and the Incremental Revolving Credit Loans thereunder), as applicable, that are designated as being in the same Class as any existing Term Loans or any existing Revolving Credit Commitments (and the Revolving Credit Loans thereunder), as applicable, each of the parties hereto hereby agrees that the Administrative Agent, and the L/C Issuers, in the case of any such Incremental Term Loans or Incremental Revolving Credit Commitments (and the Incremental Revolving Credit Loans thereunder), as applicable, may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that all such Incremental Term Loans and such Incremental Revolving Credit Loans, as applicable, when originally made, are included in each Borrowing of the applicable outstanding Term Loans or applicable Revolving Credit Loans, as applicable, on a pro rata basis. This may be accomplished by requiring that the applicable Term Loans or applicable Revolving Credit Loans, as the case may be, included in any applicable outstanding Term Borrowing or any applicable outstanding Revolving Credit Borrowing, as applicable, to be converted into Alternate Base Rate Loans on the date of each such Incremental Term Loan or such Incremental Revolving Credit Loan, as applicable, or by allocating a portion of each such Incremental Term Loan or such Revolving Credit Loan, as applicable, to each applicable outstanding Term Borrowing or applicable outstanding Revolving Credit Borrowing, as applicable, comprised of Eurodollar Rate Loans on a pro rata basis. Any conversion of Loans from Eurodollar Rate Loans to Alternate Base Rate Loans required by the preceding sentence shall be subject to Section 3.05. If any Incremental Loan is to be allocated to an existing Interest Period for a Borrowing comprised of Eurodollar Rate Loans, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in an amendment pursuant to Section 2.14(e). In addition, to the extent any Incremental Term Loans have the same amortization as existing Term Loans, the scheduled amortization payments under Section 2.07 required to be made after the making of such Incremental Term Loans shall be ratably increased by the amount of the amortization payments with respect to such Incremental Term Loans. Notwithstanding anything in this Agreement to the contrary, (i) the...
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Additional Action by Administrative Agent. In the case of any Incremental Term Loans that are designated as being in the same Class as any existing Term Loans, each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that all such Incremental Term Loans when originally made, are included in each Borrowing of the applicable outstanding Term Loans on a pro rata basis. This may be accomplished by requiring that the applicable Term Loans included in any applicable outstanding Term Borrowing to be converted into Alternate Base Rate Loans on the date of each such Incremental Term Loan or by allocating a portion of each such Incremental Term Loan to each applicable outstanding Term Borrowing comprised of Eurodollar Rate Loans on a pro rata basis. Any conversion of Loans from Eurodollar Rate Loans to Alternate Base Rate Loans required by the preceding sentence shall be subject to Section 3.05. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing comprised of Eurodollar Rate Loans, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in an amendment pursuant to Section 2.14(e).
Sample 1

Related to Additional Action by Administrative Agent

  • Action or Inaction by Administrative Agent The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Group Agents or the Majority Group Agents, as the case may be, and assurance of its indemnification by the Committed Lenders, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Group Agents or the Majority Group Agents, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Parties. The Credit Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically requires the advice or concurrence of all Group Agents or (ii) may be taken by the Administrative Agent alone or without any advice or concurrence of any Group Agent, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group Agents.

  • Funding by Xxxxxxx; Presumption by Administrative Agent Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Term SOFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

  • Reliance by Administrative Agent The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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