Sole Administration by Agent Sample Clauses

Sole Administration by Agent. Subject to the provisions of Section 8.3, Agent shall solely be responsible for and will administer, service and manage the Loan in accordance with this Agreement and the other Loan Documents, all in such manner as it determines in its sole discretion, provided its actions are in accordance with the Servicing Standard.
Sample 1Sample 2
AutoNDA by SimpleDocs
Sole Administration by Agent. (a) The parties hereto agree that the Agent will administer the assignments and transactions contemplated hereby in accordance with the agency provisions of Article XX of the Lease. Each Assignee hereby agrees to and shall have the benefit of such provisions and hereby joins in the appointment of Wxxxx Fargo Bank Northwest, National Association, as Agent. (b) The parties hereto also agree that the term “Lessor” as used in Article XX of the Lease (except for Section 20.3 of the Lease (other than the second and fifth sentence of such Section 20.3 of the Lease)) shall mean each Assignee and Seller and that the term “Lessor” as used in Section 20.3 of the Lease (other than the second and fifth sentence of such Section 20.3 of the Lease), Article XII of the Lease and certain other relevant sections of the Lease shall have the meaning as further described in Section 3.1(b)2 below. Accordingly: 1. Agent hereby agrees to promptly deliver to each Assignee copies of each notice, report, certificate, document, amendment request, waiver request and other information that (A) Agent is required to deliver to Lessor under the Lease or the other Operative Documents and (B) that Agent receives from Lessor pursuant to the Lease or the other Operative Documents. 2. (i) (A) Any act, right, remedy, approval or power by Lessor or Agent at the direction of Lessor, as applicable, under the Lease or the other Operative Documents in connection with the exercise of remedies and/or the enforcement of the Operative Documents or (B) any amendment, modification or waiver of any provision of the Lease or the other Operative Documents at any time that a Lease Event of Default exists, in either case, which requires the consent of or direction by Lessor or Agent at the direction of Lessor, as applicable, shall require the consent of or direction by Assignees and Lessor collectively, holding more than 50% of the outstanding Lease Balance and (ii) (A) with respect to any other act, right, approval or power by Lessor or Agent at the direction of Lessor, as applicable, under the Lease or the other Operative Documents or (B) any amendment, modification or waiver of any provision of the Lease or the other Operative Documents (other than any Control Agreement or the applicable sections of the Cash Collateral Agreement or the Lease which relate solely to such Control Agreement, in each case which shall be governed by clause (VI) of the following proviso) at any time that a Lease Event of Default do...
Sample 1
Sole Administration by Agent. Subject to the provisions of Section 3(c) of this Addendum, Agent shall solely be responsible for and will administer, service and manage the Loan in accordance with the Credit Agreement, this Addendum and the other Loan Documents, all in such manner as it determines in its sole discretion, provided its actions are in the ordinary course of business and in accordance with Agent’s usual practices, and Agent shall exercise the same degree of care and discretion in continuing to service the Loan (including, without limitation, in reviewing and approving construction draw requests and inspection reports submitted by Borrower) and in collecting payments thereunder as it would ordinarily take in servicing the Loan and in collecting payments thereunder solely for its own account (“Servicing Standard”). BN 17891868v4
Sample 1
Sole Administration by Agent. 3.4.1 During the term of this Agreement, Agent shall maintain in accordance with its usual practice records and accounts in respect of the amounts paid by, and the amounts distributed to, Participant hereunder, and the computation of interest payable to Participant, which records and accounts shall be available for inspection by Participant during customary banking hours upon not less than three (3) Banking Days prior notice, and which shall be binding upon Participant absent manifest error. 3.4.2 Except as expressly set forth in Section 3.4.3, Agent, will administer and manage the Loan in accordance with the Loan Agreement in the ordinary course of business and in accordance with Agent's usual practices, modified from time to time as Agent deems appropriate under the circumstances. Except as expressly set forth in Section 3.4.3, Agent shall be entitled, at any time prior to the Payment Commencement Date, to use its discretion in taking or refraining from taking any actions in connection with the Loan and any related documents, including, without limitation, actions relating to any waiver or amendment of any term thereof, as if Agent were the sole party involved in the Loan and no participation existed; provided, however, to the extent possible under the circumstances, Agent will use its best efforts to give prior notice to Participant pursuant to Section 6.1 hereof and to consult with Participant before taking such action. Notwithstanding the foregoing, Agent shall be fully justified in failing or refusing to take any action in connection with the Loan and any related documents unless Agent shall first receive such advice or concurrence of Participant as Agent shall deem appropriate. 3.4.3 Notwithstanding the foregoing, Agent, shall not, at any time prior to the Payment Commencement Date, without the prior consent of Participant, (i) waive any default by Borrower involving the payment of money to Bank pursuant to the Loan Agreement; (ii) extend the time of payment of any of Borrower's obligations with respect to the Loan; (iii) increase the principal amount of the Loan; (iv) reduce the principal amount of, or the rate at which interest accrues on, the Loan or (v) change the manner of payment of the Loan. If Agent requests Participant's consent to any such action and does not receive a written approval thereof from Participant within ten (10) Banking Days (or such shorter period as may be requested or required by Borrower) after making such request, then P...
Sample 1

Related to Sole Administration by Agent

  • Action by Agent The obligations of the Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action with respect to any Default, except as expressly provided in Article 6.

  • Action by Agents 42 7.04 Consultation with Experts ....................................... 42 7.05

  • Allocation by Agent If offers are made by two or more Banks with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Agent among such Banks as nearly as possible (in multiples of $1,000,000, as the Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

  • No Action by Administrator Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, take any action that the Issuer directs the Administrator not to take or which would result in a violation or breach of the Issuer’s covenants, agreements or obligations under any of the Issuer Documents.

  • Notification by Administrative Agent The Administrative Agent shall notify the Company of each Lender’s determination under this Section no later than the date 15 days prior to the applicable Extension Date (or, if such date is not a Business Day, on the next preceding Business Day).

  • Records Administration and Audit 14.1.1 The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as will adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right will survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Master Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. 14.1.2 Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records. 14.1.3 The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement that requires the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.

  • Distribution by Agent If in the opinion of the Agent the distribution of any amount received by it in such capacity hereunder, under the Notes or under any of the other Loan Documents might involve it in liability, it may refrain from making distribution until its right to make distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction shall adjudge that any amount received and distributed by the Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to the Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court.

  • Program Administration An activity relating to the general management, oversight and coordination of community development programs. Costs directly related to carrying out eligible activities are not included.

  • Independence of Administrator For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer, the Administrator shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.

  • Action by Administrative Agent The Administrative Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02) and in all cases the Administrative Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (a) receive written instructions from the Majority Lenders or the Lenders, as applicable, (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02) specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by the Administrative Agent shall be binding on all of the Lenders. If a Default has occurred and is continuing, then the Administrative Agent shall take such action with respect to such Default as shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03, provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall the Administrative Agent be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02), and otherwise the Administrative Agent shall not be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!