Control by the Administrative Agent Clause Samples

Control by the Administrative Agent. Notwithstanding any other provision of this Agreement, the Administrative Agent will have the right to cause the institution of, and direct the time, method and place of pursuing, any remedy available to the Collateral Custodian or the exercise of any trust, right, remedy or power conferred on the Collateral Custodian, and the Collateral Custodian shall, without delay, implement such direction of the Administrative Agent; provided that such direction does not conflict with any rule of law or with this Agreement and the Collateral Custodian has been provided with indemnity reasonably satisfactory to it.
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Control by the Administrative Agent. Prior to a release pursuant to Section 8 hereof, the Shareholder Guarantors shall not have access at any time to the funds or other cash collateral maintained in the Cash Collateral Account (and therefore shall have no ability to make withdrawals, direct transfers, direct trades, close or take any other action with respect to the Cash Collateral Account) and the Administrative Agent shall have sole and exclusive dominion, control and authority over the Cash Collateral Account and the funds and other amounts therein. The rights and interests granted hereunder, and the fact that the Administrative Agent is acting as a depository bank for the Cash Collateral Account, are specifically intended to convey “control” to the Administrative Agent over the Collateral within the meaning of the UCC to the extent such Collateral, or any portion thereof, is now or hereafter deemed a Deposit Account. The rights and interests granted hereunder, and the fact that the Administrative Agent is acting as a securities intermediary for the Cash Collateral Account, are specifically intended to convey “control” to the Administrative Agent over the Collateral within the meaning of the UCC to the extent such Collateral, or any portion thereof, is now or hereafter deemed a Securities Account.
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Control by the Administrative Agent. (a) Notwithstanding any other term or provision of this Agreement or any other agreement between the Bank and the Grantor or otherwise, the Bank is hereby authorized and directed by the Grantor to, and the Bank agrees that, until the payment in full of all Finance Obligations and until (i) there is no Commitment by any Secured Party to make further advances, incur obligations or otherwise give value or, if sooner, (ii) the termination of this Agreement in accordance with the terms hereof, the Bank will comply with instructions (within the meaning of Section 8-102(a)(12) of the Uniform Commercial Code) originated by the Administrative Agent directing the disposition of funds from time to time in any Deposit Account or as to any other matters relating to any Deposit Account or any of the other Deposit Account Collateral without further consent by the Grantor (which instructions may include the giving of stop payment orders for any items being presented to a Deposit Account for payment). The Bank is hereby irrevocably authorized by the Grantor to change the designation of the customer on any Deposit Account to the Administrative Agent upon the request of the Administrative Agent, and the Bank shall so change the customer designation promptly upon such request by the Administrative Agent. (b) In addition, effective upon the receipt by the Bank of written notice from the Administrative Agent that the Administrative Agent is exercising exclusive control over the Deposit Accounts (such notice being referred to as a “Notice of Exclusive Control”), the Bank shall not permit the Grantor or any of its Affiliates to withdraw any amounts from, to draw upon or to otherwise exercise any authority or powers with respect to the Deposit Accounts and all Deposit Account Collateral related thereto, and the Bank shall not at any such time honor any instructions of the Grantor or any of its Affiliates with respect to the Deposit Accounts, other than those approved in writing by the Administrative Agent or a court of competent jurisdiction, until such notice is rescinded by the Administrative Agent. Until the receipt by the Bank of a Notice of Exclusive Control, the Grantor shall be entitled to present items drawn on and otherwise to withdraw or direct the disposition of funds from the Deposit Accounts. (c) Upon receipt of notice from the Administrative Agent from time to time, the Bank shall transfer collected funds from the Deposit] Accounts, at the Grantor’s cost and expense,...
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Control by the Administrative Agent. The Pledgor hereby irrevocably agrees that, for so long as this Control Agreement remains in effect, the Administrative Agent shall have exclusive control (within the meaning of Section 8-106 of the UCC) of the Pledged Interests. In furtherance of such agreement, the Pledgor hereby irrevocably authorizes and directs the Issuer, and the Issuer hereby agrees, (i) to comply with any and all instructions (within the meaning of Section 8-102(a)(12) of the UCC) originated by the Administrative Agent regarding any or all of the Pledged Interests without further consent by the Pledgor or any other Person, and (ii) subject to the provisions of Section 2 hereof, (A) not to comply with any instructions regarding any or all of the Pledged Interests originated by any Person other than the Administrative Agent or a court of competent jurisdiction and (B) to distribute as instructed by the Administrative Agent redemptions, dividends, interest, principal, distributions, cash, instruments, property and other payments and distributions from time to time paid, made or distributed with respect to any Pledged Interests. In the case of any conflict between any instruction originated by the Administrative Agent and any instruction originated by any other Person, the Issuer shall comply only with the instruction originated by the Administrative Agent.
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Related to Control by the Administrative Agent

  • Payments by the Administrative Agent Unless specifically allocated to a specific Lender pursuant to the terms of this Agreement, all amounts received by the Administrative Agent on behalf of the Lenders shall be paid by the Administrative Agent to the Lenders in accordance with their respective Pro Rata Shares in the applicable Advances Outstanding, or if there are no Advances Outstanding in accordance with their most recent Commitments, on the Business Day received by the Administrative Agent, unless such amounts are received after 12:00 noon on such Business Day, in which case the Administrative Agent shall use its reasonable efforts to pay such amounts to each Lender on such Business Day, but, in any event, shall pay such amounts to such Lender not later than the following Business Day.

  • Reliance by the Administrative Agent The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

  • Resignation by the Administrative Agent (a) The Administrative Agent may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents at any time by giving 15 Business Days’ prior written notice to the Borrower and the Lenders. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower. (c) If a successor Administrative Agent shall not have been so appointed within such 15 Business Day period, the Administrative Agent, with the consent of the Borrower (which shall not be unreasonably withheld or delayed), shall then appoint a commercial bank or trust company with capital and surplus of not less than $500,000,000 as successor Administrative Agent who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 25th Business Day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above.

  • Notice to Lenders by the Administrative Agent Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

  • Presumption by the Administrative Agent Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the Federal Funds Effective Rate or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Nothing in this paragraph shall relieve any Lender of its obligation to fulfill its commitments hereunder, and this paragraph shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.