Common use of Administrative Agent’s Obligations and Duties Clause in Contracts

Administrative Agent’s Obligations and Duties. Nothing herein shall relieve any Grantor from the performance of any contract or agreement on such Grantor’s part to be performed or observed under or in respect of any of the Collateral pledged by it at any time prior to the sale, assignment or transfer of such Collateral in accordance with this Agreement or from any liability to any Person under or in respect of any of the Collateral pledged by such Grantor. Neither the Agent nor any other Secured Party shall have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Agent or any other Secured Party of any payment relating to any of the Collateral, nor shall the Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Agent or any Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Agent or to which the Agent or any Secured Party may be entitled at any time or times. The Agent’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under §9-207 of the Uniform Commercial Code of the State or otherwise, shall be to deal with such Collateral in the same manner as the Agent deals with similar property for its own account.

Administrative Agent’s Obligations and Duties. Nothing (a) Anything herein to the contrary notwithstanding, each Grantor shall relieve any Grantor from the performance of any remain liable under each contract or agreement on such Grantor’s part comprised in the Collateral provided by it to be observed or performed or observed under or in respect of any of the Collateral pledged by it at any time prior to the sale, assignment or transfer of such Collateral in accordance with this Agreement or from any liability to any Person under or in respect of any of the Collateral pledged by such GrantorGrantor thereunder. Neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any other Secured Party of any payment relating to any of the Collateral, nor shall the Administrative Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Administrative Agent or any other Secured Party or to which the Administrative Agent or any other Secured Party may be entitled at any time or times. . (b) The Administrative Agent’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under §Section 9-207 of the Uniform Commercial Code of the State NYUCC or otherwise, shall be to deal with such Collateral in the same manner as the Agent Secured Party deals with similar property for its own account. (c) Neither the Administrative Agent, nor any other Secured Party nor any of their respective officers, directors, partners, employees, agents, attorneys and other advisors, attorneys-in-fact or affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Secured Parties hereunder are solely to protect the Secured Parties’ interests in the Collateral and shall not impose any duty upon any Secured Party to exercise any such powers. The Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, partners, employees, agents, attorneys and other advisors, attorneys-in-fact or affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from their respective gross negligence or willful misconduct. (d) Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

Administrative Agent’s Obligations and Duties. Nothing Anything herein to the contrary notwithstanding, each Grantor shall relieve any Grantor from the performance of any remain liable under each contract or agreement on such Grantor’s part included in the Collateral to be observed or performed or observed under or in respect of any of the Collateral pledged by it at any time prior to the sale, assignment or transfer of such Collateral in accordance with this Agreement or from any liability to any Person under or in respect of any of the Collateral pledged by such Grantorthereunder. Neither the The Administrative Agent nor any other Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Security Agreement or the receipt by the Administrative Agent or any other Secured Party of any payment relating to any of the Collateral, nor shall the Administrative Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Administrative Agent or to which the Administrative Agent or any Secured Party may be entitled at any time or times. The Administrative Agent’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under §9-207 Section 9‑207 of the Uniform Commercial Code of the State NYUCC or otherwise, shall be to deal with such Collateral in the same manner as the Administrative Agent deals with similar property for its own account.

Administrative Agent’s Obligations and Duties. Nothing (a) Anything herein to the contrary notwithstanding, each Grantor shall relieve any Grantor from the performance of any remain liable under each contract or agreement on such Grantor’s part comprised in the Collateral provided by it to be observed or performed or observed under or in respect of any of the Collateral pledged by it at any time prior to the sale, assignment or transfer of such Collateral in accordance with this Agreement or from any liability to any Person under or in respect of any of the Collateral pledged by such GrantorGrantor thereunder. Neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any other Secured Party of any payment relating to any of the Collateral, nor shall the Administrative Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Administrative Agent or any other Secured Party or to which the Administrative Agent or any other Secured Party may be entitled at any time or times. . (b) The Administrative Agent’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under §Section 9-207 of the Uniform Commercial Code of the State NYUCC or otherwise, shall be to deal with such Collateral in the same manner as the Agent Secured Party deals with similar property for its own account. (c) Neither the Administrative Agent, nor any other Secured Party nor any of their respective officers, directors, partners, employees, agents, attorneys and other advisors, attorneys-in-fact or affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Secured Parties hereunder are solely to protect the Secured Parties’ interests in the Collateral and shall not impose any duty upon any Secured Party to exercise any such powers. The Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, partners, employees, agents, attorneys and other advisors, attorneys-in-fact or affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from their respective gross negligence or willful misconduct. (d) Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority, subject to the Intercreditor Agreement.

Administrative Agent’s Obligations and Duties. Nothing Anything herein to the contrary notwithstanding, each of the Companies shall relieve any Grantor from the performance of any remain obligated and liable under each contract or agreement on such Grantor’s part comprised in the Collateral to be observed or performed or observed under or in respect of by it thereunder, subject to any provisions of the Collateral pledged by it at any time prior Bankruptcy Code relieving such Company of its obligations to the sale, assignment perform such contract or transfer of agreement or permitting such Collateral in accordance with this Agreement or from any liability Company to any Person under or in respect of any of the Collateral pledged by defer such Grantorperformance. Neither the Administrative Agent nor any other Secured Party Bank shall have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any other Secured Party Bank of any payment relating to any of the Collateral, nor shall the Administrative Agent or any other Secured Party Bank be obligated in any manner to perform any of the obligations of any Grantor of the Companies under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any Secured Party Bank in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Administrative Agent or to which the Administrative Agent or any Secured Party Bank may be entitled at any time or times. The Administrative Agent’s 's sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under §9ss.9-207 of the Uniform Commercial Code of the State or otherwise, shall be to deal with such Collateral in the same manner as the Administrative Agent deals with similar property for its own account.

Administrative Agent’s Obligations and Duties. Nothing Anything herein to the contrary notwithstanding, each Company shall relieve any Grantor from the performance of any remain obligated and liable under each contract or agreement on such Grantor’s part comprised in the Collateral to be observed or performed or observed under or in respect of any of the Collateral pledged by it at any time prior to the sale, assignment or transfer of such Collateral in accordance with this Agreement or from any liability to any Person under or in respect of any of the Collateral pledged by such GrantorCompany thereunder. Neither the Administrative Agent nor any other Secured Party Lender shall have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any other Secured Party Lender of any payment relating to any of the Collateral, nor shall the Administrative Agent or any other Secured Party Lender be obligated in any manner to perform any of the obligations of any Grantor Company under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any Secured Party Lender in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Administrative Agent or to which the Administrative Agent or any Secured Party Lender may be entitled at any time or times. The Administrative Agent’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under §9-207 of the Uniform Commercial Code of the State or otherwise, shall be to deal with such Collateral in the same manner as the Administrative Agent deals with similar property for its own account.

Administrative Agent’s Obligations and Duties. Nothing Anything herein to the contrary notwithstanding, the Company shall relieve any Grantor from the performance of any remain obligated and liable under each contract or agreement on such Grantor’s part comprised in the Collateral to be observed or performed or observed under or in respect of any of by the Collateral pledged by it at any time prior to the sale, assignment or transfer of such Collateral in accordance with this Agreement or from any liability to any Person under or in respect of any of the Collateral pledged by such GrantorCompany thereunder. Neither the Administrative Agent nor any other Secured Party Lender shall have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any other Secured Party Lender of any payment relating to any of the Collateral, nor shall the Administrative Agent or any other Secured Party Lender be obligated in any manner to perform any of the obligations of any Grantor the Company under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any Secured Party Lender in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Administrative Agent or to which the Administrative Agent or any Secured Party Lender may be entitled at any time or times. The Administrative Agent’s 's sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under §9ss.9-207 of the Uniform Commercial Code of the State or otherwise, shall be to deal with such Collateral in the same manner as the Administrative Agent deals with similar property for its own account.