Common use of Administrative Agent’s Duties Clause in Contracts

Administrative Agent’s Duties. The powers conferred on Administrative Agent hereunder are solely to protect Secured Lenders’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by Secured Lenders hereunder, neither Administrative Agent nor any other Secured Lender shall have any duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relative to any Collateral, whether or not Administrative Agent or any other Secured Lender has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Administrative Agent accords its own property. Except as provided in this Section 5.2, neither Administrative Agent nor any other Secured Lender shall have any duty or liability to protect or preserve any Collateral or to preserve rights pertaining thereto. Nothing contained in this Agreement shall be construed as requiring or obligating Administrative Agent or any other Secured Lender, and neither Administrative Agent nor any other Secured Lender shall be required or obligated, to (a) present or file any claim or notice or take any action, with respect to any Collateral or in connection therewith or (b) notify any Grantor of any decline in the value of any Collateral.

Administrative Agent’s Duties. The powers conferred on Administrative Agent hereunder are solely to protect Secured Lenders’ Parties' interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by Secured Lenders Parties hereunder, neither Administrative Agent nor any other Secured Lender Party shall have any duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relative to any Collateral, whether or not Administrative Agent or any other Secured Lender Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Administrative Agent accords its own property. Except as provided in this Section 5.2, neither Administrative Agent nor any other Secured Lender Party shall have any duty or liability to protect or preserve any Collateral or to preserve rights pertaining thereto. Nothing contained in this Agreement shall be construed as requiring or obligating Administrative Agent or any other Secured LenderParty, and neither Administrative Agent nor any other Secured Lender Party shall be required or obligated, to (a) present or file any claim or notice or take any action, with respect to any Collateral or in connection therewith or (b) notify any Grantor of any decline in the value of any Collateral.

Administrative Agent’s Duties. The Secured Parties hereby appoint NationsBank of Texas, N.A. as Administrative Agent hereunder to act as their agent as provided herein and in the Credit Agreement, which actions hereunder, including without limitation, the administration of the Collateral, enforcement of the rights hereunder and collection of amounts secured hereby, are on behalf of, and for the ratable benefit of, the Lenders. The powers conferred on Administrative Agent hereunder are solely to protect Secured Lenders’ Parties' interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by Secured Lenders it hereunder, neither Administrative Agent nor any other Secured Lender shall have any no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders, maturities or other matters relative to any Collateral, whether or not Administrative Agent or any other Secured Lender Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Administrative Agent accords its own property. Except as provided in this Section 5.2SECTION 11, neither Administrative Agent nor any other Secured Lender shall not have any duty or liability to protect or preserve any Collateral or to preserve rights pertaining thereto. Nothing contained in this Agreement shall be construed as requiring or obligating Administrative Agent or any other Secured LenderAgent, and neither Administrative Agent nor any other Secured Lender shall not be required or obligated, to (ai) present or file any claim or notice or take any action, with respect to any Collateral or in connection therewith or (bii) notify any Grantor Debtor of any decline in the value of any Collateral.

Administrative Agent’s Duties. The powers conferred on Administrative Agent hereunder are solely to protect Secured Lenders’ ' interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by Secured Lenders hereunder, neither Administrative Agent nor any other Secured Lender shall have any duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relative to any Collateral, whether or not Administrative Agent or any other Secured Lender has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Administrative Agent accords its own property. Except as provided in this Section 5.2, neither Administrative Agent nor any other Secured Lender shall have any duty or liability to protect or preserve any Collateral or to preserve rights pertaining thereto. Nothing contained in this Agreement shall be construed as requiring or obligating Administrative Agent or any other Secured Lender, and neither Administrative Agent nor any other Secured Lender shall be required or obligated, to (a) present or file any claim or notice or take any action, with respect to any Collateral or in connection therewith or (b) notify any Grantor of any decline in the value of any Collateral.

Administrative Agent’s Duties. The powers conferred on the Administrative Agent hereunder are solely to protect Secured Lenders’ its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody and preservation of any Collateral in its possession and the accounting for moneys monies actually received by Secured Lenders it hereunder, neither the Administrative Agent nor any other Secured Lender shall not have any duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relative to any Collateral, whether or not . The Administrative Agent or any other Secured Lender has or is shall be deemed to have knowledge exercised reasonable care in the custody and preservation of such mattersthe Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, or as it being understood that the Administrative Agent shall be under no obligation to the taking of take any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral, but may do so at its option, and all reasonable care expenses incurred in connection therewith shall be for the custody sole account of such Grantor and preservation shall be added to the Secured Obligations. Grantors bear all risk of loss or damage of any of the Collateral to the extent of any deficiency in its possession if any effective insurance coverage, except to the extent such Collateral is accorded treatment substantially equal to loss or damage shall arise solely from the Gross Negligence or willful misconduct of the Administrative Agent; provided, however, that which Administrative Agent accords its own property. Except as provided in this Section 5.2, neither Administrative Agent nor any other Secured Lender shall have any duty or liability to protect or preserve any Collateral or to preserve rights pertaining thereto. Nothing contained nothing in this Agreement or in any of the Credit Documents shall be deemed or construed as requiring or obligating Administrative Agent to constitute a waiver by any Grantor of its rights to accounting, lists of collateral, statements of account (all without Grantor's expense to the extent provided under the UCC) and its other rights under the UCC, without limitation of the provisions of the UCC or any other Secured Lender, and neither Administrative Agent nor law precluding the effectiveness of certain purported waivers by any other Secured Lender shall be required or obligated, to (a) present or file any claim or notice or take any action, with respect to any Collateral or in connection therewith or (b) notify any Grantor of any decline in the value of any CollateralGrantor.

Administrative Agent’s Duties. The powers conferred on the Administrative Agent hereunder are solely to protect Secured Lenders’ the Administrative Agent’s interest in the Collateral Collateral, for the benefit of itself and the ratable benefit of the Secured Parties, and shall not impose any duty upon it the Administrative Agent to exercise any such powers. Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by Secured Lenders it hereunder, neither the Administrative Agent nor any other Secured Lender shall have any no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relative to any Collateral, whether or not Administrative Agent or any other Secured Lender has or is deemed to have knowledge of such matters, Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Administrative Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or otherwise perfecting or maintaining the perfection of any Security Interest in the Collateral. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property. Except as provided in this Section 5.2, neither Administrative Agent nor property and shall not be liable or responsible for any other Secured Lender shall have any duty loss or liability to protect or preserve any Collateral or to preserve rights pertaining thereto. Nothing contained in this Agreement shall be construed as requiring or obligating Administrative Agent or any other Secured Lender, and neither Administrative Agent nor any other Secured Lender shall be required or obligated, to (a) present or file any claim or notice or take any action, with respect to any Collateral or in connection therewith or (b) notify any Grantor of any decline diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Administrative Agent in good faith. The Administrative Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Grantors to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.

Administrative Agent’s Duties. The powers conferred on Administrative Agent hereunder are solely to protect Administrative Agent's and Secured Lenders’ Parties' interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by Administrative Agent and Secured Lenders Parties hereunder, neither Administrative Agent nor any other Secured Lender Party shall have any duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relative to any Collateral, whether or not Administrative Agent or any other Secured Lender Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Administrative Agent accords its own property. Except as provided in this Section 5.25.02, neither Administrative Agent nor any other Secured Lender Party shall have any duty or liability to protect or preserve any Collateral or to preserve rights pertaining thereto. Nothing contained in this Agreement shall be construed as requiring or obligating Administrative Agent or any other Secured LenderParty, and neither Administrative Agent nor any other Secured Lender Party shall be required or obligated, to (a) present or file any claim or notice or take any action, action with respect to any Collateral or in connection therewith or (b) notify any Grantor Debtor of any decline in the value of any Collateral. This Section 5.02 shall survive the termination of this Agreement, and any satisfaction and discharge of each Debtor by virtue of any payment, court order, or Law.

Administrative Agent’s Duties. The powers conferred on Administrative Agent hereunder are solely to protect Secured Lenders’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by Secured Lenders hereunder, neither Administrative Agent nor any other Secured Lender shall have any duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relative to any Collateral, whether or not Administrative Agent or any other Secured Lender has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Administrative Agent accords its own property. Except as provided in this Section 5.2, neither Administrative Agent nor any other Secured Lender shall have any duty or liability to protect or preserve any Collateral or to preserve rights pertaining thereto. Nothing contained in this Agreement shall be construed as requiring or obligating Administrative Agent or any other Secured Lender, and neither Administrative Agent nor any other Secured Lender shall be required or obligated, to (a) present or file any claim or notice or take any action, with respect to any Collateral or in connection therewith or (b) notify any the Grantor of any decline in the value of any Collateral.

Administrative Agent’s Duties. The powers conferred on Administrative Agent hereunder are solely to protect Administrative Agent’s and the other Secured LendersParties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by Administrative Agent and the other Secured Lenders Parties hereunder, neither Administrative Agent nor any other Secured Lender Party shall have any duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relative to any Collateral, whether or not Administrative Agent or any other Secured Lender Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Administrative Agent accords its own property. Except as provided in this Section 5.25.7, neither Administrative Agent nor any other Secured Lender Party shall have any duty or liability to protect or preserve any Collateral or to preserve rights pertaining thereto. Nothing contained in this Agreement shall be construed as requiring or obligating Administrative Agent or any other Secured LenderParty, and neither Administrative Agent nor any other Secured Lender Party shall be required or obligated, to (a) present or file any claim or notice or take any action, action with respect to any Collateral or in connection therewith or (b) notify any Grantor Debtor of any decline in the value of any Collateral. This Section 5.7 shall survive the termination of this Agreement, and any satisfaction and discharge of each Debtor by virtue of any payment, court order, or Law.