Duties of Administrative Agent. The Administrative Agent has been appointed by the Secured Parties pursuant to the Credit Agreement. Its duties to the Secured Parties, powers to act on behalf of the Secured Parties, and immunity are set forth solely therein, and shall not be altered by this Security Agreement. Any amounts realized by the Administrative Agent hereunder shall be allocated pursuant to Section 6.04 of the Credit Agreement.
Duties of Administrative Agent. Exculpatory Provisions 64 Section 7.04. Reliance by Administrative Agent 65 Section 7.05. Delegation of Duties 66
Duties of Administrative Agent. The Administrative Agent shall:
(a) as a non-fiduciary administrative agent for the Borrower, maintain a record of the outstanding Credit Events owing to each Lender (including the interest of each Lender in all outstanding Letters of Credit), which record shall conclusively be presumed to be correct and accurate, absent manifest error;
(b) hold and maintain the Security to the extent provided in Section 10.8;
(c) provide to each Lender copies of all financial information received from the Borrower promptly after receipt thereof, and copies of any Notice of Borrowing, Notice of Continuation/Conversion repayment notices and other notices received by the Administrative Agent from the Borrower upon request by any Lender;
(d) promptly advise each Lender of any Borrowing required to be made by it hereunder and disburse all repayments to the Lenders hereunder in accordance with the terms of this Agreement;
(e) promptly notify each Lender of the occurrence of any Default of which the Administrative Agent has actual knowledge or actual notice;
(f) at the time of engaging any administrative agent, receiver, receiver-manager, consultant, monitor or other party in connection with the Security or the enforcement thereof, obtain the agreement of such party to comply with the applicable terms of this Agreement in carrying out any such enforcement activities and dealing with any proceeds of realization;
(g) account for any monies received by it in connection with this Agreement, the Security and any other agreement delivered in connection herewith or therewith;
(h) each time the Borrower requests the written consent of the Lenders in connection with any matter, use its reasonable commercial efforts to obtain and communicate to the Borrower the response of the Lenders in a reasonably prompt and timely manner having due regard to the nature and circumstances of the request;
(i) give written notice to the Borrower in respect of any other matter in respect of which notice is required in accordance with or pursuant to this Agreement, promptly or promptly after receiving the consent of the Lenders, if required under the terms of this Agreement;
(j) except as otherwise provided in this Agreement, act in accordance with any instructions given to it by the Required Lenders;
(k) if so instructed by the Required Lenders, refrain from exercising any right, power or discretion vested in it under this Agreement or any document incidental thereto; and
(l) call a meeting of the Lenders ...
Duties of Administrative Agent. All of the duties and responsibilities of the Administrative Agent set forth in this Indenture, any Supplement or any other Transaction Document are subject in all respects to the terms and conditions of the Administration Agreement. Each of the Issuer, the Indenture Trustee and, by acceptance of its Notes, each Noteholder hereby acknowledges the terms of the Administration Agreement and agrees to cooperate with the Administrative Agent in its execution of its duties and responsibilities.
Duties of Administrative Agent. Administrative Agent agrees with each Lender that it will exercise and give the same care and attention to each LC as it gives to its other letters of credit, and Administrative Agent's sole liability to each Lender with respect to such LCs (other than liability arising from the gross negligence or willful misconduct of Administrative Agent) shall be to distribute promptly to each Lender who has acquired a participating interest therein such Lender's ratable portion of any payments made to Administrative Agent by Borrower pursuant to SECTION 2.2(C). Each Lender and Borrower agree that, in paying any draw under any LC, Administrative Agent shall not have any responsibility to obtain any document (other than any documents required by the respective LC) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person delivering any such document. The Credit Parties and their respective Representatives shall not be liable to any other Credit Party or any Obligor for the use which may be made of any LC or for any acts or omissions of any beneficiary thereof in connection therewith. Any action, inaction, error, delay, or omission taken or suffered by Administrative Agent or any of its Representatives under or in connection with any LC, the draws, drafts, or documents relating thereto, or the transmission, dispatch, or delivery of any message or advice related thereto, if in good faith and in conformity with such Legal Requirements as Administrative Agent or any of its Representatives may deem applicable and in accordance with the standards of care specified in the Uniform Customs and Practice for Documentary Credits issued by the International Chamber of Commerce, as in effect on the date of issue of such LC, shall be binding upon Obligors and the Credit Parties and shall not place Administrative Agent or any of its Representatives under any resulting liability to any Credit Party or any Obligor. Any action taken or omitted to be taken by Administrative Agent under or in connection with any LC if taken or omitted in the absence of gross negligence or willful misconduct shall not create for Administrative Agent any resulting liability to any Credit Party or any Obligor.
Duties of Administrative Agent. Administrative Agent agrees with each Lender that it will exercise and give the same care and attention to each LC as it gives to its other letters of credit. Each Lender and Borrower agree that, in paying any draft or draw under any LC, Administrative Agent has no responsibility to obtain any document (other than any documents expressly required by the respective LC) or to ascertain or inquire as to any document's validity, enforceability, sufficiency, accuracy, or genuineness or the authority of any Person delivering it. Neither Administrative Agent nor its Representatives will be liable to any Lender or any Company for any LC's use or for any beneficiary's acts or omissions. Any action, inaction, error, delay, or omission taken or suffered by Administrative Agent or any of its Representatives in connection with any LC, applicable draws, drafts or documents, or the transmission, dispatch, or delivery of any related message or advice, if in good faith and in conformity with applicable Laws and in accordance with the standards of care specified in the Uniform Customs and Practices for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 (as amended or modified), is binding upon the Companies and Lenders and does not place Administrative Agent or any of its Representatives under any resulting liability to any Company or any Lender. Administrative Agent is not liable to any Company or any Lender for any action taken or omitted, in the absence of gross negligence or willful misconduct, by Administrative Agent or its Representatives in connection with any LC.
Duties of Administrative Agent. Exculpatory Provisions 60 Section 10.04. Reliance by Administrative Agent 61 Section 10.05. Delegation of Duties 61 Section 10.06. Resignation of Administrative Agent 61 Section 10.07. Non-Reliance on Administrative Agent and Other Lenders 62 Section 10.08. No Other Duties, Etc. 63 Section 11.01. Setoff 64 Section 11.02. Ratable Payments 64 Section 12.01. Successors and Assigns 64 Section 12.02. Participations 65 Section 12.03. Assignments 66 Section 12.04. Dissemination of Information 67 Section 12.05. Tax Treatment 67
Duties of Administrative Agent. Administrative Agent's duty with respect to any Collateral now or hereafter in the possession of Administrative Agent is solely to use reasonable care in the custody and preservation of the Collateral. Administrative Agent is deemed to have exercised reasonable care in the custody and preservation of the Collateral if the Collateral is accorded treatment substantially equal to that which Administrative Agent accords its own property. Administrative Agent has no responsibility for ascertaining or taking action with respect to fixing or preserving rights against prior parties to the Collateral, calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral or for informing Debtor of such matters whether or not Administrative Agent has or is deemed to have any knowledge of such matters. Administrative Agent is not required to take any steps necessary to preserve any rights in the Collateral against prior parties or to protect, perfect, preserve or maintain any security interest given to secure the Collateral. Administrative Agent is not liable for its failure to use due diligence in the collection of the Indebtedness, or for its failure to give notice to Debtor of default in the payment of the Indebtedness, or in the payment of or upon any security, whether pledged hereunder or otherwise. Administrative Agent is not liable for a decline in the market value of the Collateral.
Duties of Administrative Agent. (a) The Administrative Agent shall service, administer and collect under the Leases and in respect of the Vehicles in accordance with this Agreement and shall have full power and authority, acting alone and subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with such servicing, administration and collection that it may reasonably deem necessary or desirable, in the interests of the Trust. The duties of the Administrative Agent shall include, among other things, in accordance with this Agreement, the Origination Trust Agreement and any applicable Supplement or Administration Supplement:
(i) performing on behalf of the Trust all obligations on the part of the Lessor under the Leases;
(ii) collecting and processing payments, responding to inquiries of Lessees, investigating delinquencies, sending payment statements and reporting tax information to Lessees, paying costs of the sale or other disposition of Vehicles relating to Charged-Off Leases and paying all state and local personal property, use, excise and sales taxes on the Vehicles as and when such taxes become due;
(iii) executing and delivering, in its own name or on behalf of the Trust, or on behalf of itself and the Trust, as the case may be, any and all instruments, certificates or other documents necessary or advisable in connection with the servicing or administering of or collecting under the Leases and in respect of the Vehicles, including: (A) any and all bills of sale; (B) any documents relating to recording and maintaining title to the Vehicles in the name of the Trust or the Trustee on behalf of the Trust; (C) transfers of Certificates of Title; (D) consents; (E) amendments, Extensions or modifications to any of the Leases; and (F) all other instruments similar to the foregoing;
(iv) servicing of the Leases, including: (A) accounting for collections and furnishing statements to the Trustee with respect to distributions, as specified in a related Supplement or Administration Supplement; (B) making Advances; (C) generating federal and state tax information and returns on behalf of the Trust; (D) administering audits for sales; (E) filing periodic sales and use tax or property (real or personal) tax reports; and (F) creating, maintaining and amending the Schedule of Vehicles;
(v) in connection with the creation of each Sub-Trust, delivering to the Trustee a Schedule of Vehicles that is current as of a date not more than ten days p...
Duties of Administrative Agent. Exculpatory Provisions 63
