Sole Administration by Agent Sample Clauses
The 'Sole Administration by Agent' clause designates a specific agent as the exclusive party responsible for managing and administering certain aspects of an agreement or transaction. In practice, this means that only the named agent has the authority to make decisions, take actions, or communicate on behalf of the group or parties involved, such as handling payments, notices, or enforcement of terms. This clause streamlines communication and decision-making by centralizing authority, thereby reducing confusion and potential disputes among multiple parties.
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.
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 W▇▇▇▇ 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...
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
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...