Agent’s Duties. The powers conferred on Agent hereunder are solely to protect Agent’s interest in the Collateral, for the benefit of the Lender Group and the Bank Product Providers, and shall not impose any duty upon 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 it hereunder, Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. 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 Agent accords its own property.
Agent’s Duties. The obligations of the Agents are several and not joint. Each Agent shall be obliged to perform only such duties as are specifically set out in this Agreement (including Schedule 8 in the case of the Fiscal Agent and the Registrar where the relevant Notes are represented by a NGN or which are held under the NSS), the Conditions and the Procedures Memorandum and any duties necessarily incidental to them. No implied duties or obligations shall be read into any such documents. No Agent shall be obliged to perform additional duties set out in any Final Terms and thereby incorporated into the Conditions unless it shall have previously agreed to perform such duties. If the Conditions are amended on or after a date on which any Agent accepts any appointment in a way that affects the duties expressed to be performed by such Agent, it shall not be obliged to perform such duties as so amended unless it has first approved the relevant amendment. No Agent shall be under any obligation to take any action under this Agreement that it expects, and has so notified the Issuer in writing, will result in any expense to or liability of such Agent, the payment of which is not, in its opinion, assured to it within a reasonable time. In the case of Notes represented by a NGN or Global Certificates which are held under the NSS, each of the Agents (other than the Fiscal Agent or the Registrar, as the case may be) agrees that if any information required by the Fiscal Agent or the Registrar to perform the duties set out in Schedule 8 becomes known to it, it will promptly provide such information to the Fiscal Agent or the Registrar, as the case may be.
Agent’s Duties. 16.3.1 The Agent shall promptly notify each Lender of the contents of each notice, certificate or other document received by it from the Borrowers under or pursuant to clauses 8.1.1, 8.1.6, 8.1.9, 8.1.10, 8.1.13 and 8.1.17; and
16.3.2 The Agent shall (subject to the other provisions of this clause 16) take (or instruct the Security Trustee to take) such action or, as the case may be, refrain from taking (or authorise the Security Trustee to refrain from taking) such action with respect to the exercise of any of its rights, remedies, powers and discretions as agent, as the Majority Lenders may direct.
Agent’s Duties. (a) Agent shall use reasonable care in the custody and preservation of any Collateral in its possession. Without limitation on other conduct which may be considered the exercise of reasonable care, Agent shall be deemed to have exercised reasonable care in the custody and preservation of such Collateral if such Collateral is accorded treatment substantially equal to that which Agent accords its own property, it being understood that Agent and Lenders shall not have any responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, declining value, tenders or other matters relative to any Collateral, regardless of whether Agent or any Lender has or is deemed to have knowledge of such matters; or taking any necessary steps to preserve any rights against any Person with respect to any Collateral. Under no circumstances shall Agent or any Lender be responsible for any injury or loss to the Collateral, or any part thereof, arising from any cause beyond the reasonable control of Agent.
(b) Agent may at any time deliver the Collateral or any part thereof to Borrower and the receipt of Borrower shall be a complete and full acquittance for the Collateral so delivered, and Agent and Lenders shall thereafter be discharged from any liability or responsibility therefor.
(c) Neither Agent, any Lender, nor any of their respective directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any Lender shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower or any other party other than by the gross negligence and/or willful misconduct of Agent or any Lender, or any of their respective directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any Lender.
Agent’s Duties. Notwithstanding any provision contained in this Agreement, the Agent shall have no duty to exercise any of the rights, privileges or powers afforded to it and shall not be responsible to Grantors or any other Person for any failure to do so or delay in doing so. Beyond the exercise of reasonable care to assure the safe custody of Collateral in the Agent's possession and the accounting for moneys actually received by the Agent hereunder, the Agent shall have no duty or liability to exercise or preserve any rights, privileges, or powers pertaining to the Collateral.
Agent’s Duties. The Agent shall:
16.3.1 promptly notify each Bank and each Swap Provider of the contents of each notice, certificate or other document received by it from the Borrowers under or pursuant to clauses 8.1.1, 8.1.5 and 8.1.7; and
16.3.2 (subject to the other provisions of this clause 16) take (or instruct the Security Agent to take) such action or, as the case may be, refrain from taking (or authorise the Security Agent to refrain from taking) such action with respect to the exercise of any of its rights, remedies, powers and discretions as agent, as the Majority Banks may direct.
Agent’s Duties. In its capacity as lead lender and servicer of the Loan and until the Loan is fully paid and satisfied, the Agent shall:
(a) hold the Facilities Papers (other than the Senior Credit Notes, each of which shall be held by and belong solely to its payee) and (by the Custodian’s holding the Collateral as bailee for the Agent, as agent and representative of the Lenders) the Collateral for the benefit of itself and each other Lender, and each Lender (including JPMorgan) shall be deemed to have an interest in the Facilities Papers (other than the Senior Credit Notes, as stated above) and the Collateral on any day in proportion to its Pro Rata interest in the Loan on that day;
(b) send timely bills to the Companies for accrued interest, the Facility Fee and other sums due and receive all payments of principal, interest and other sums on account of the Loan or with respect to it;
(c) use reasonable diligence to obtain from the Companies and promptly remit to each Lender such Lender’s Pro Rata share of interest, principal and other sums received by the Agent on account of the Loan or with respect to it, in accordance with this Agreement;
(d) use reasonable diligence to recover from the Companies all expenses incurred that are reimbursable by the Companies, and promptly remit to each Lender its Pro Rata share (if any) thereof;
(e) enforce the terms of this Agreement, including, with the approval or at the direction of all of the Lenders, the remedies afforded the Lenders pursuant to Section 12.3(c);
(f) hold all security interests ratably for itself as a Lender and as agent and representative of the other Lender(s);
(g) xxxx to market at least quarterly all Pledged Loans that, as of the first day of the quarter, have been Pledged to the Agent for more than ninety (90) days and provide a report of the results to the Lenders; and
(h) request from the Companies, and promptly forward to the other Lenders, such information as the other Lenders may reasonably request Agent to obtain from the Companies, consistent with the terms of this Agreement.
Agent’s Duties a. Agent agrees to perform the following duties on behalf of Owner:
(i) To accept and does hereby accept the management of the Property for the period and upon the terms herein provided, and agrees to furnish the services of its organization for the renting, operating and managing of the Property, and to do and perform any and all things in and about the management, maintenance and operation of the Property customarily performed by agents of similar properties, in a professional, reasonable, effective and efficient manner, subject however to the provisions of Section 3(d) below;
(ii) [Intentionally deleted];
(iii) To aid, assist and cooperate in the matter of real property taxes and insurance claim adjustments;
(iv) Subject to the provisions of Paragraph 8 below, to care for, place and supervise all insurance coverage;
(v) Subject to the provisions of Paragraph 8 below, to render on or before the tenth (10th) day of each calendar month during the term hereof, statements of receipts, expenses and charges for the previous calendar month;
(vi) [Intentionally deleted];
(vii) To hire, discharge and supervise all labor and employees ("Project Personnel") required for the operation and maintenance of the Property (exclusive of employees retained to undertake the activities described in Section 3(d) below), it being agreed that all employees shall be deemed to be employees of Agent and not of Owner, and that Agent may perform its duties through its attorneys, agents and employees holding such licenses as may be necessary or appropriate for the performance of such duties, but shall not be responsible for their acts, defaults and negligence if reasonable care has been exercised in their appointment, supervision and retention;
(viii) To pay all expenses, including without limitation mortgage payments, real estate and personal property taxes, insurance premiums, licenses, fees and payroll taxes and other obligations of Owner, incurred in connection with the Property during the term of this Agreement, prior to their due dates;
(ix) To account for all deposits received from tenants, and the excess of operating revenues over the sum of operating expenses plus reserves established by Owner (or as otherwise approved from time to time by Owner, provided that in any event such amount shall not be less than the amount reasonably sufficient to pay all accounts payable of the Property), to Owner; and
(x) To enter into any laundry, laundry machine and/or vending machine leases a...
Agent’s Duties. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Majority Lenders, and (c) except as expressly set forth herein, and except with respect to material information delivered pursuant to this Agreement to the Administrative Agent in its capacity as such, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it or them under or in connection with this Agreement, with the consent or at the request of the Majority Lenders (or all the Lenders, if applicable), in the absence of its or their own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
Agent’s Duties. The Agent shall:
16.3.1 promptly notify each Bank of the contents of each notice, certificate or other document received by it from the Borrowers under or pursuant to clauses 8.1.1, 8.1.5 and 8.1.7; and
16.3.2 (subject to the other provisions of this clause 16) take (or instruct the Security Agent to take) such action or, as the case may be, refrain from taking (or authorise the Security Agent to refrain from taking) such action with respect to the exercise of any of its rights, remedies, powers and discretions as agent, as the Majority Banks may direct.
