Control by Administrative Agent Clause Samples
The 'Control by Administrative Agent' clause establishes the authority of the administrative agent to act on behalf of the lenders or other parties in a financial transaction. Typically, this clause grants the agent the power to make decisions, enforce rights, and manage collateral or other assets as necessary under the agreement. For example, the administrative agent may be empowered to take actions such as releasing collateral, executing documents, or directing payments. The core practical function of this clause is to centralize decision-making and streamline the administration of the agreement, thereby reducing confusion and ensuring efficient management of the parties' collective interests.
Control by Administrative Agent. The Account Holder will comply with:
(a) all instructions directing disposition of the funds in any and all of the Accounts,
(b) all notifications and entitlement orders that the Account Holder receives directing it to transfer or redeem any financial asset in any and all of the Accounts, and
(c) all other directions concerning any and all of the Accounts, including directions to distribute to the Administrative Agent proceeds of any such transfer or redemption or interest or dividends on property in any and all of the Accounts (any such instruction, notification or direction referred to in clause (a), (b) or (c) above being an "ACCOUNT DIRECTION"), in each case of clauses (a), (b) and (c) above originated by the Administrative Agent without further consent by the Grantor or any other Person.
Control by Administrative Agent. Except as may otherwise be provided in this Indenture, until such time as the conditions specified in Sections 11.1(a)(i) through (iii) hereof have been satisfied in full, the Administrative Agent shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee, with respect to the Notes. Notwithstanding the foregoing:
(i) no such direction shall be in conflict with any rule of law or with this Indenture;
(ii) the Indenture Trustee shall not be required to follow any such direction which the Indenture Trustee reasonably believes might result in any personal liability on the part of the Indenture Trustee for which the Indenture Trustee is not adequately indemnified; and
(iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with any such direction; provided that the Indenture Trustee shall give notice of any such action to the Administrative Agent and each Noteholder.
Control by Administrative Agent. The Securities Intermediary will comply with all notifications it receives directing it to transfer or redeem any property in the Account (each an "ENTITLEMENT ORDER") or other directions concerning the Account (including directions to distribute to the Administrative Agent proceeds of any such transfer or redemption or interest or dividends on property in the Account) originated by the Administrative Agent without further consent by the Grantor or any other person.
Control by Administrative Agent. If Administrative Agent takes possession of or has “control” (as such term is defined in the UCC) over any Lender Collateral for purposes of perfecting its Lien thereon (including equity certificates, chattel paper, deposit accounts and investment property), Administrative Agent, to the extent such Liens may be perfected only by such possession or control, shall be deemed to be holding such Lender Collateral as agent for the Subordinated Creditors, solely for purposes of perfection of their Liens under the UCC on such Lender Collateral; provided that Administrative Agent shall have no duty or liability to protect or preserve any rights pertaining to any of the Lender Collateral for any Subordinated Creditor, and each Subordinated Creditor hereby waives and releases Administrative Agent from all claims and liabilities arising pursuant to its role as such agent.
Control by Administrative Agent. Except as may otherwise be provided in this Agreement, the Administrative Agent shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Collateral Agent, or exercising any power conferred on the Collateral Agent, with respect to the Asset Backed Loan. Notwithstanding the foregoing:
(i) no such direction shall be in conflict with any rule of law or with this Agreement;
(ii) the Collateral Agent shall not be required to follow any such direction which the Collateral Agent reasonably believes might result in any personal liability on the part of the Collateral Agent for which the Collateral Agent is not adequately indemnified; and
(iii) the Collateral Agent may take any other action as directed in writing by the Administrative Agent.
Control by Administrative Agent. The Administrative Agent shall be entitled to exercise all rights with respect to, and to direct the Custodian with respect to, the Collateral and the Collateral Account upon the simultaneous delivery of a Notice of Exclusive Control and the Custodian having a reasonable time to act thereon (but in no event more than one full business day). Upon receipt by the Custodian of a Notice of Exclusive Control and the Custodian having a reasonable time to act thereon (but in no event more than one full business day), the Custodian shall thereafter follow only the instructions of the Administrative Agent with respect to the Collateral and the Collateral Account, and shall comply with any entitlement order or instructions (within the meaning of Sections 8-102, 9-104 and 9-106 of the UCC) received from the Administrative Agent, without further consent of the Borrower or any other person, and shall deal with the Administrative Agent as though the Administrative Agent were the sole and absolute owner of the Collateral and Collateral Account. The Custodian shall have no responsibility or liability to the Borrower for complying with a Notice of Exclusive Control or complying with entitlement orders or other instructions originated by the Administrative Agent concerning any Collateral. The Custodian shall have no duty to investigate or make any determination as to whether an event of default, increased advance rate event or other like event exists under the Loan Agreement, and the Custodian shall be fully protected in complying with a Notice of Exclusive Control whether or not the Borrower may allege that no such event of default, increased advance rate event or other like event exists. As between the Administrative Agent and the Custodian, notwithstanding any provision contained herein or in any other document or instrument to the contrary, the Custodian shall not be liable for any action taken or omitted to be taken at the instruction of the Administrative Agent, or any action taken or omitted to be taken under or in connection with this Agreement, except for the Custodian’s own gross negligence or willful misconduct in carrying out such instructions.
Control by Administrative Agent. Except as may otherwise be provided in this Indenture, until such time as the conditions specified in Sections 11.1(a)(i) through (iii) hereof have been satisfied in full, the Administrative Agent shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee, with respect to the Notes. Notwithstanding the foregoing:
(i) no such direction shall be in conflict with any rule of law or with this Indenture; KL2 2787938.7
(ii) the Indenture Trustee shall not be required to follow any such direction which the Indenture Trustee reasonably believes might result in any personal liability on the part of the Indenture Trustee for which the Indenture Trustee is not adequately indemnified; and
(iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with any such direction; provided that the Indenture Trustee shall give notice of any such action to the Administrative Agent and each Noteholder.