Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligation or against any collateral security therefor, gu...
Rights of the Administrative Agent. Upon the Administrative Agent's taking possession of all or any part of the Collateral in accordance with the terms of this Security Agreement or otherwise, the Administrative Agent shall have the right to hold, store, and/or use, operate, manage, and control the same. Upon any such taking of possession, the Administrative Agent may (but shall not be obligated to), from time to time, at the expense of the Grantor, make all such repairs, replacements, alterations, additions, and improvements to and of all or any of the Collateral as the Administrative Agent may deem proper. In any such case the Administrative Agent shall have the right to exercise all rights and powers of the Grantor in respect of the Collateral or any part thereof as the Administrative Agent shall deem proper, including the right to enter into any and all such agreements with respect to the leasing and/or operation of the Collateral or any part thereof as the Administrative Agent may see fit; and the Administrative Agent shall be entitled to collect and receive all rents, issues, profits, fees, revenues, and other income of the same and every part thereof.
Rights of the Administrative Agent. Each right and remedy expressly provided by this Agreement as being available to the Administrative Agent shall be exercised by the Administrative Agent only at the direction of the Majority Banks.
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing, the Administrative Agent shall have the right to receive and shall receive any and all cash distributions or other payments paid in respect of the Interests and make application thereof to the Obligations in such order as it may determine.
(b) The rights of the Administrative Agent hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent of any right or remedy against Borrowers, or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. The Administrative Agent shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
Rights of the Administrative Agent. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent and/or the Custodian shall have the right to reject or return any Security transferred to any Collateral Account to the extent that it has determined, with the advice of its counsel (which may be in-house counsel), that acceptance of such Security as Collateral or otherwise would violate or conflict with any law, treaty, rule or regulation or determination of any Governmental Authority or other Requirements of Law binding upon the Administrative Agent or the Custodian.
Rights of the Administrative Agent. (A) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, (i) the Administrative Agent shall have the right to receive any and all cash dividends, distributions or other payments paid in respect of the Collateral and make application thereof to the Secured Obligations, in the order set forth in Section 4.5 of the Credit Agreement and (ii) if applicable, all of the Collateral shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Collateral at any meeting of shareholders, partners, members or other owners of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, company or partnership structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such Collateral, and in connection therewith, the right to deposit and deliver any and all of the Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
Rights of the Administrative Agent. So long as the Class A Notes are Outstanding, the Issuer and the Servicer agree that the Administrative Agent shall have the following rights, which rights the Administrative Agent shall be able to enforce against the Issuer and the Servicer:
(i) neither the Issuer nor the Servicer shall consent to any amendment to any of the Basic Documents, or waive any term or condition thereof, without the prior written consent of the Administrative Agent;
(ii) the Servicer shall provide the Administrative Agent promptly with a copy of any report, certificate, statement or notice sent to, or provided by, the Servicer pursuant to the Basic Documents;
(iii) the Administrative Agent shall have the right, upon reasonable prior notice, during normal business hours, in a manner that does not unreasonably interfere with the Servicer's normal operations or customer or employee relations, and as often as reasonably required, to examine and audit any and all of the books, records or other information of the Servicer, whether held by the Servicer or by another on behalf of the Servicer, that may be relevant to the performance or observance by the Servicer of the terms, covenants or conditions of the Basic Documents to which the Servicer is a party;
(iv) the Servicer shall not alter, change, modify or amend the Credit and Collection Policy, in whole or in part, in any manner that could have a material adverse effect on the Commercial Loans without the prior written consent of the Administrative Agent;
(v) neither the Seller, the Servicer nor the Issuer shall consolidate or merge with or into any other Person, or sell all or substantially all of their respective assets or property, without the prior written consent of the Administrative Agent; and
(vi) no successor Servicer shall be appointed pursuant to Section 9.02 of the Sale and Servicing Agreement unless the Administrative Agent consents in writing to such appointment.
Rights of the Administrative Agent. Without limiting the rights of the Administrative Agent under Section 7.08(c), if at any time a Termination Event shall have occurred and be continuing, (i) the Administrative Agent may, but shall have no obligation to, take any action or commence any proceeding to realize upon any Pool Receivable, including, but not limited to, if an Obligor Notification Event with respect to an Obligor of Pool Receivables shall have occurred and be continuing, delivery to such Obligor of notice of the interest of the Administrative Agent for the account of the Purchasers in the Pool Receivables, any such action or commencement of proceeding to be at the sole expense of the Servicer, and (ii) the Administrative Agent may, and at the direction of the Required Purchasers shall, terminate the power and authority of the Servicer granted under Section 7.08(c).
Rights of the Administrative Agent. SECTION 6.03 of the Purchase Agreement is hereby incorporated herein by this reference.
Rights of the Administrative Agent. It is understood and agreed that the Administrative Agent shall have the same duties, rights and powers as a Lender hereunder (including the right to give such instructions) as any of the other Lenders and may exercise such rights and powers, as well as its rights and powers under other agreements and instruments to which it is or may be party, and engage in other transactions with any Credit Party or Affiliate thereof, as though it were not the Administrative Agent under this Credit Agreement and the other Fundamental Documents.
