Administrative Agent Undertakings Sample Clauses
Administrative Agent Undertakings. The Administrative Agent hereby covenants with WEST and each other Managed Group Member that, during the term of this Agreement, it will conduct its business such that it is a separate and readily identifiable 19 business from, and independent of, WEST and each other Managed Group Member and further covenants as follows (it being understood that these covenants shall not prevent the Administrative Agent or any of its Affiliates from publishing financial statements that are consolidated with those of WEST or any other Managed Group Member, if to do so is required by Applicable Law or GAAP, and that the Administrative Agent and any of its Affiliates and WEST or any other Managed Group Member may file a consolidated, combined or unitary tax return for United States federal, state and local and foreign income tax purposes: (a) if the Administrative Agent receives any money whatsoever, which money belongs to WEST or any other Managed Group Member or the Indenture Trustee or is to be paid to WEST or any other Managed Group Member or the Indenture Trustee or into any account pursuant to any Related Document or otherwise, it will hold such money in trust for WEST or such Managed Group Member or the Indenture Trustee, as the case may be, and shall keep such money separate from all other money belonging to the Administrative Agent and shall as promptly as practicable thereafter pay the same into the relevant account in accordance with the terms of the Indenture without exercising any right of setoff; (b) it will perform all of its obligations set forth in the Indenture and the other Related Documents and it will comply with any proper directions, orders and instructions which WEST or any other Managed Group Member or the Indenture Trustee may from time to time give to it in accordance with the provisions of this Agreement and the Indenture; provided that to the extent any conflicts arise between instructions received from WEST or a Managed Group Member and the Indenture Trustee or the Security Trustee, the Administrative Agent shall comply with the instructions of WEST or such Managed Group Member, unless such instructions relate to the Bank Account Management Services described in Section 2.04 and then in such case the Administrative Agent shall comply only with the instructions of the Indenture Trustee or the Security Trustee, as applicable; (c) it will not knowingly fail to comply with any legal requirements in the performance of the Administrative Services; (d) ...
Administrative Agent Undertakings. The Administrative Agent hereby covenants with AerCo Group that it will conduct its business such that it is a separate and readily identifiable business from, and independent of, AerCo Group and further covenants as follows (it being understood that these covenants shall not prevent any Person within AerCo Group from publishing financial statements that are consolidated with those of AerFi Group, if to do so is required by Applicable Law or accounting principles from time to time in effect, and that the Affiliates of the Administrative Agent and certain Persons within AerCo Group may file a consolidated tax return for United States federal, state and local income tax purposes):
(a) if the Administrative Agent receives any money whatsoever, which money belongs to AerCo Group or is to be paid to AerCo Group or into any account pursuant to any Related Document or otherwise, it will hold such money in trust for AerCo Group, and shall keep such money separate from all other money belonging to the Administrative Agent and shall as promptly as practicable thereafter pay the same into
Administrative Agent Undertakings. The Administrative Agent hereby agrees, at all times prior to the Final Collection Date:
(a) to promptly disclose all contents of the Insurance Policy to the Parent, including without limitation, any amendments, supplements, riders, waivers and other modifications thereto;
(b) to the extent the Administrative Agent’s or any Bank’s consent is required to amend, supplement or otherwise modify the Insurance Policy pursuant to the terms thereof, not give such consent or cause such consent to be given without the prior written consent of the Parent;
(c) to promptly provide to the Parent a copy of all notices, requests and other communications sent by or to the Insurer (including without limitation any waiver of any provision of the Insurance Policy granted by the Insurer);
(d) to report to the Insurer in accordance with the terms of the Insurance Policy all relevant information provided by any Facility Party to the Administrative Agent or provided to the Administrative Agent by any Bank; and
(e) to promptly perform all of its obligations as to filing claims under the Insurance Policy.
Administrative Agent Undertakings