Obligations of the Facility Agent Sample Clauses

Obligations of the Facility Agent. Subject to paragraph (b) below, each Finance Party (with the exception of the Facility Agent) commissions the Facility Agent, and the Facility Agent in his turn agrees to undertake the following actions: To receive any payments due to the Finance Parties from the Obligators under this Agreement on the Facility Agent Account, and transfer the amounts received from the Obligators to the respective Finance Party in accordance with the terms of the given Agreement.; To receive any Loan Amounts from the Lenders on the Facility AgentAccount and transfer the Loan amounts received from the Lenders to the Borrower in accordance with the terms of this Agreement.; To notify the Borrower and the Lenders about the interest rate for each of the Interest Periods; To sign, on behalf of all the Finance Parties, the amendments to the given Agreement on the terms agreed upon in the Decision of the Lenders Majority or in the Decision of all Lenders, depending on the nature of the changes; To notify the Lenders about the fulfillment (or non-fulfillment) of the requirements stipulated by this Agreement by the Borrower, as a condition for submission of the Utilization Request; To send the original or a copy of any document received by the Facility Agent from any other Party to the respective Party for the transfer to this Party, but at the same time the Facility Agent is not obliged to investigate or verify the correctness, accuracy or completeness of such a document; To notify the Finance Parties of a message received from any Party containing a description of any event or a circumstance, and a statement that such an event or a circumstance is the Non-fulfillment of Obligations; To organize the decision-making process by Lenders Majority or all the Lenders on their own initiative or at the request of the Lenders Majority; To keep the register of all the Parties (with the addresses, contact details of all the Lenders at each moment of time, and the Proportional Share of each Lender) and provide a copy of such register with the information purposes at the request of any Party; To notify the Lenders on the failure to pay any amount of the Uncovered Loan by the Obligator, as well as any interest, remuneration or any other amounts payable by any Finance Party (other than the Facility Agent) according to the Financial Instruments; To handover to the New Facility Agent (as specified iithe paragraph (c) of the Article 23.4 (Termination of the powers of the Facility Agent) in case of th...
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Obligations of the Facility Agent. The Facility Agent has the following duties: (1) promptly inform each of the Creditors of the contents of any notice, demand or document concerning this Agreement upon receipt of such notice, demand or other document, including inform the portions of each type of Facilities as notified by the Borrower to the Facility Agent pursuant to Clause 11.1.14 on each of the first and sixteenth day of each month under the calendar year. (2) promptly notify each of the Creditors of the occurrence of any Event of Default in case (a) any official of the Facility Agent who is directly responsible for administration of this Agreement has been notified by the Borrower, the Creditor or other reliable source; or (b) any official of the Facility Agent who is directly responsible for administration of this Agreement actually knows about such Event of Default. (3) notify the Creditors about the status of the conditions precedent as specified in Clause 3 as appropriate. (4) subject to the terms and conditions of this Agreement, acts or refrains from acting for the benefit of all the Creditors or in accordance with instruction of the Creditors. (5) review and notify the report prepared by the Borrower in relation to the drawdown of Facilities under this Agreement to the other Creditor. (6) inform the Borrower in advance of the amount of interest and/or principal of the Long Term Facility which the Borrower has to pay to the Long Term Creditors on each Interest Period or Repayment Schedule.
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Obligations of the Facility Agent. The Facility Agent has the following duties: (1) promptly inform each of the Creditors of the contents of any notice, demand or document concerning this Agreement upon receipt of such notice, demand or other document, including inform the portions of each type of Facilities as notified by the Borrower to the Facility Agent pursuant to Clause 11.
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Obligations of the Facility Agent. (a) The Facility Agent shall furnish in writing to the Company such information regarding itself, the New York Security Agent, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be required to effect the registration of such Registrable Securities and as shall be necessary so that the Registration Statement, the Prospectus or any preliminary prospectus or similar offering document shall not include any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall promptly notify the Company if any such previously provided information shall contain or omit any such information. The Facility Agent shall also execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Facility Agent of the information the Company requires from the Facility Agent if the Facility Agent elects to have any of the Registrable Securities included in the Registration Statement. The Facility Agent shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if the Facility Agent elects to have any of the Registrable Securities included in the Registration Statement. (b) The Facility Agent, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Facility Agent has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) The Facility Agent agrees that, upon receipt of any notice from the Company of the commencement of a Suspension pursuant to Section 3, the Facility Agent will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until such Suspension ends in accordance with the terms of this Agreement and, if so directed by the Company, the Facility Agent shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruct...
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Obligations of the Facility Agent. The Facility Agent has the following duties: (1) promptly inform each of the Creditors of the contents of any notice, demand or document concerning this Agreement upon receipt of such notice, demand or other document. (2) promptly notify each of the Creditors of the occurrence of any Event of Default in case (a) any official of the Facility Agent who is directly responsible for administration of this Agreement has been notified by the Borrower, the Creditor or other reliable source; or (b) any official of the Facility Agent who is directly responsible for administration of this Agreement actually knows about such Event of Default. (3) notify the Creditors about the status of the conditions precedent as specified in Clause 3 as appropriate. (4) subject to the terms and conditions of this Agreement, acts or refrains from acting for the benefit of all the Creditors or in accordance with instruction of the Creditors. (5) review and notify the report prepared by the Borrower in relation to the drawdown of Facilities under this Agreement to the other Creditor. (6) inform the Borrower in advance of the amount of interest and/or principal of the Long Term Facility which the Borrower has to pay to the Creditors on each Interest Period or repayment schedule.
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Obligations of the Facility Agent the obligations of the Facility Agent under this Agreement, under the Note and under the Security Documents are only those expressly set forth herein and therein and the Facility Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing.
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Related to Obligations of the Facility Agent

  • Conditions of the Obligations of the Placement Agent The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

  • Obligations of the Borrower 13 Section 3.01.

  • Conditions of the Obligations of the Underwriter The obligations of the Underwriter hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

  • Obligations of the Lenders Several The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and to make payments pursuant to Section 9.07 are several and not joint. The failure of any Lender to make any Loan or to fund any such participation or to make any payment under Section 9.07 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or, to fund its participation or to make its payment under Section 9.07.

  • Conditions of the Obligations of the Underwriters The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

  • CONDITIONS OF THE OBLIGATIONS OF THE COMPANY The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

  • Conditions to the Obligations of the Manager The obligations of the Manager under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) the performance by the Company of its obligations hereunder and (iii) the following additional conditions:

  • Conditions of the Obligations of the Initial Purchasers The obligations of the several Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

  • Conditions to the Obligations of the Seller Each and every obligation of the Seller under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Seller:

  • Conditions to the Obligations of the Underwriter The several obligations of each Underwriter named in any Terms Agreement to purchase and pay for the Certificates will be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following additional conditions precedent: (a) At the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or made; and prior to the applicable Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted, or to the knowledge of the Depositor or you, shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky law. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You shall have received the opinion of counsel for the Depositor, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true and correct; that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date; that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent to the respective dates as of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letter. The Depositor will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to you, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the Underwriters. Notice of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writing.

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