Common use of Duties of Administrative Agent Clause in Contracts

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 at any time not earlier than five (5) days and not later than thirty (30) days after receipt of a written request for a meeting provided by any Xxxxxx.

Duties of Administrative Agent. The Administrative Agent shall: shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) as the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a non-fiduciary administrative agent for the BorrowerDefault has occurred and is continuing, 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 the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and maintain powers expressly contemplated by the Security Loan Documents that the Administrative Agent is required to exercise in writing by the extent Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.8; 9.2), and (c) provide to each Lender copies of all financial information received from except as expressly set forth in the Borrower promptly after receipt thereofLoan Documents, and copies of any Notice of Borrowing, Notice of Continuation/Conversion repayment notices and other notices received by the Administrative Agent from shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower upon request or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any Lender; (d) promptly advise each Lender of its Affiliates in any Borrowing required to capacity. The Administrative Agent shall not be made liable for any action taken or not taken by it hereunder and disburse all repayments to with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders hereunder as shall be necessary under the circumstances as provided in accordance with Section 9.2) or in the terms absence of this Agreement; (e) promptly notify each Lender of the occurrence its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default of which unless and until written notice thereof is given to 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 or a Lender, and the written consent of the Lenders Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any matterLoan Document, use its reasonable commercial efforts (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Loan Document, other than to obtain and communicate confirm receipt of items expressly required to be delivered 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 at any time not earlier than five (5) days and not later than thirty (30) days after receipt of a written request for a meeting provided by any XxxxxxAdministrative Agent.

Duties of Administrative Agent. The Administrative Agent shall: shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) as the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a non-fiduciary administrative agent for the BorrowerDefault has occurred and is continuing, 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 the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and maintain powers expressly contemplated hereby that the Security Administrative Agent is required to exercise in writing as directed by the extent Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.8; 9.01), and (c) provide to each Lender copies of all financial information received from the Borrower promptly after receipt thereofexcept as expressly set forth herein, and copies of any Notice of Borrowing, Notice of Continuation/Conversion repayment notices and other notices received by the Administrative Agent from shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower upon request or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any Lender; (d) promptly advise each Lender of its Affiliates in any Borrowing required to capacity. The Administrative Agent shall not be made liable for any action taken or not taken by it hereunder and disburse all repayments to with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders hereunder as shall be necessary under the circumstances as provided in accordance with Section 9.01) or in the terms absence of this Agreement; (e) promptly notify each Lender of the occurrence its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default of which unless and until written notice thereof is given to the Administrative Agent has actual knowledge by the Borrower or actual notice; a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (fi) at the time of engaging any administrative agentstatement, receiver, receiver-manager, consultant, monitor warranty or other party representation made 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, (ii) the Security and contents of any certificate, report or other agreement document delivered hereunder or in connection herewith herewith, (iii) the performance or therewith; (h) each time the Borrower requests the written consent observance of any of the Lenders in connection with any mattercovenants, use its reasonable commercial efforts to obtain and communicate to agreements or other terms or conditions set forth herein, (iv) the Borrower the response validity, enforceability, effectiveness or genuineness 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 other agreement, instrument or document, or (lv) call a meeting the satisfaction of the Lenders at any time not earlier condition set forth in Article III or elsewhere herein, other than five (5) days and not later than thirty (30) days after to confirm receipt of a written request for a meeting provided by any Xxxxxxitems expressly required to be delivered to the Administrative Agent.

Duties of Administrative Agent. The Administrative Agent shall: (a) as a non-fiduciary administrative agent for The Administrative Agent's sole duty with respect to the Borrowercustody, maintain a record safekeeping and physical preservation of the outstanding Credit Events owing Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to each Lender (including deal with it in 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;same manner as the Administrative Agent deals with similar property for its own account. (b) hold and maintain Neither the Security Administrative Agent, any other Secured Party nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Pledgor or any other Person or to take any other similar action whatsoever with regard to the extent provided in Section 10.8;Collateral or any part thereof. (c) provide The powers conferred on the Administrative Agent hereunder are solely to each Lender copies protect the interests of all financial information received from the Borrower promptly after receipt thereofAdministrative Agent for the benefit of the Secured Parties in the Collateral and shall not impose any duty upon the Administrative Agent or any Secured Party to exercise any such powers. Subject to Section 7.2(a), the Administrative Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and copies neither they nor any of their officers, directors, employees or agents shall be responsible to any Notice of BorrowingPledgor for any act or failure to act hereunder, Notice of Continuation/Conversion repayment notices and other notices received except for their own gross negligence or willful misconduct. (d) Notwithstanding anything herein which may be construed to the contrary, (i) no action shall be taken by the Administrative Agent from in accordance with this Agreement which may require the Borrower upon request by consent or approval of the FCC, and the proxy granted in Section 6.3(b) shall not become effective, unless and until all requirements of applicable law, including without limitation, any Lender; (d) promptly advise each Lender of required approval, or any Borrowing notification required to be made given, under the Communications Act have been satisfied and (ii) no action shall be taken 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 respect to the Borrower the response FCC Licenses unless and until an Event of the Lenders in a reasonably prompt Default exists and timely manner having due regard all requirements of applicable law, including, without limitation, any required approval, or any notification required 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 Agreementbe given, 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 AgreementCommunications Act, 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 at any time not earlier than five (5) days and not later than thirty (30) days after receipt of a written request for a meeting provided by any Xxxxxxhave been satisfied.

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 at any time not earlier than five (5) days and not later than thirty (30) days after receipt of a written request for a meeting provided by any Xxxxxx.

Duties of Administrative Agent. The Administrative Agent shall: shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) as the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a non-fiduciary administrative agent for the BorrowerDefault has occurred and is continuing, 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 the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and maintain powers expressly contemplated hereby that the Security Administrative Agent is required to exercise in writing as directed by the extent Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.8; 9.01), and (c) provide to each Lender copies of all financial information received from the Borrower promptly after receipt thereofexcept as expressly set forth herein, and copies of any Notice of Borrowing, Notice of Continuation/Conversion repayment notices and other notices received by the Administrative Agent from shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower upon request or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any Lender; (d) promptly advise each Lender of its Affiliates in any Borrowing required to capacity. The Administrative Agent shall not be made liable for any action taken or not taken by it hereunder and disburse all repayments to with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders hereunder as shall be necessary under the circumstances as provided in accordance with Section 9.01) or in the terms absence of this Agreement; (e) promptly notify each Lender of the occurrence its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default of which unless and until written notice thereof is given to the Administrative Agent has actual knowledge by the Borrower or actual notice; a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (fi) at the time of engaging any administrative agentstatement, receiver, receiver-manager, consultant, monitor warranty or other party representation made 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, (ii) the Security and contents of any certificate, report or other agreement document delivered hereunder or in connection herewith herewith, (iii) the 85 performance or therewith; (h) each time the Borrower requests the written consent observance of any of the Lenders in connection with any mattercovenants, use its reasonable commercial efforts to obtain and communicate to agreements or other terms or conditions set forth herein, (iv) the Borrower the response validity, enforceability, effectiveness or genuineness 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 other agreement, instrument or document, or (lv) call a meeting the satisfaction of the Lenders at any time not earlier condition set forth in Article III or elsewhere herein, other than five (5) days and not later than thirty (30) days after to confirm receipt of a written request for a meeting provided by any Xxxxxxitems expressly required to be delivered to the Administrative Agent.