Common use of Duties and Obligations of Agent Clause in Contracts

Duties and Obligations of Agent. The Agent shall have no duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties), (b) the Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except as provided in Section 11.03, and (c) except as expressly set forth herein, the Agent shall have no 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 Agent or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender, and 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 or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition of the Debtors or any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein. For purposes of determining compliance with the conditions specified in Article VI, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received written notice from such Lender prior to the proposed closing date specifying its objection thereto.

Duties and Obligations of Agent. The Agent shall not have no any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties)continuing, (b) the Agent shall not have no any duty to take any discretionary action or exercise any discretionary powers, except as provided in Section 11.0312.03, and (c) except as expressly set forth herein, the Agent shall not have no 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 entity serving as Agent or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender, and 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 or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article VI VII or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent or as to those conditions precedent expressly required to be to the Agent’s satisfaction, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition of the Debtors Borrower Group or any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein. For purposes of determining compliance with the conditions specified in Article VI, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received written notice from such Lender prior to the proposed closing date specifying its objection thereto.

Duties and Obligations of Agent. The Agent Agents shall not have no any duties or obligations except those expressly set forth in the Loan Documents. These duties shall be deemed purely ministerial in nature, and the Agents shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Agreement against the Agents. Without limiting the generality of the foregoing, : (a) the Agent Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent or Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties), (b) the Agent Agents shall have no duty to take any discretionary action or exercise any discretionary powers, except as provided in Section 11.03, and (c) except as expressly set forth herein, the Agent Agents shall not have no any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent Guarantor, the Borrower or any of its the Borrower’s Subsidiaries that is communicated to or obtained by the bank serving as Agent Agents or any of its their Affiliates in any capacity. The Agent permissive rights of the Agents to do things enumerated in this Agreement shall not be construed as a duty and, with respect to such permissive rights, the Agents shall not be liable for any acts or omissions, except for such losses, damages or expenses which have been finally adjudicated by a court of competent jurisdiction to have directly resulted from such Agent’s gross negligence or willful misconduct. The Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the such Agent by the Borrower or a Lender, and shall not be responsible for or have any duty to ascertain or inquire into into: (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the applicable Agent or as to those conditions precedent expressly required to be to the applicable Agent’s satisfaction, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition of Parent Guarantor, the Debtors Borrower and the Borrower’s Subsidiaries or any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein. For purposes of determining compliance with the conditions specified in Article VI, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed closing date specifying its objection thereto.

Duties and Obligations of Agent. The Agent shall not have no any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw; rather, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties), (b) the Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except as provided in Section 11.038.03, and (c) except as expressly set forth herein, the Agent shall not have no 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 Agent or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Agent by the Borrower or a the Lender, and shall not be responsible for or have any duty to ascertain or inquire into (it) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (iiu) the contents of any certificate, report or other document delivered hereunder under this Agreement or under any other Loan Document or in connection herewith or therewith, (iiiv) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein in this Agreement or in any other Loan Document, (ivw) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (vx) the satisfaction of any condition set forth in Article VI III or elsewhere hereinin this Agreement, other than to confirm receipt of items expressly required to be delivered to the Agent or as to those conditions precedent expressly required to be to the Agent’s satisfaction, (viy) the existence, value, perfection or priority of any collateral security or the financial or other condition of the Debtors Borrower or any other obligor or guarantor, or (viiz) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder under this Agreement or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein in this Agreement or therein. For purposes of determining compliance with the conditions specified in Article VI, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or that other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received written notice from such Lender prior to the proposed closing date specifying its objection theretoLoan Document.

Duties and Obligations of Agent. The Neither the Agent nor any of its directors, officers, agents or employees (and, for purposes hereof, the Agent shall have no duties be deemed to be contracting as agent for and on behalf of such persons) shall be liable for any action taken or obligations omitted to be taken by them under or in connection with this Agreement except those expressly set forth in the Loan Documentsfor its own gross negligence or wilful misconduct. Without limiting the generality of the foregoing, the Agent: (a) may assume that there has been no assignment or transfer by any means by any of the Lenders of their rights under this Agreement unless and until the Agent receives written notice of the assignment thereof from that Lender and the Agent receives the written agreement of the assignee that such assignee is bound by this Agreement as it would have been if it had been an original party to this Agreement, in each case in form and substance satisfactory to the Agent; (b) may consult with legal counsel (including counsel for the Borrower, independent chartered accountants and other experts selected by it and shall not be subject liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) shall incur no liability under or in respect of this Agreement by acting upon any fiduciary notice, consent, certificate or other implied dutiesinstrument or writing (which may be by cable, regardless telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of whether a the Lead Borrower made or deemed to be made under this Agreement; (d) may assume that no Event of Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with reference unless it has actual knowledge to the Agent is not intended contrary; (e) may rely, as to connote any fiduciary matters of fact which might reasonably be expected to be within the knowledge of any person, upon a certificate signed by or on behalf of that person; and (f) may, without any liability to account, accept deposits from and lend money to and generally engage in any kind of banking or other implied (or express) obligations arising under agency doctrine of any applicable law; rather, such term is used merely business with the Borrower as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties), (b) if it were not the Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except as provided in Section 11.03, and (c) except as expressly set forth hereinAgent. Furthermore, the Agent shall have no 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 Agent or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender, and shall not be responsible for or have any duty to ascertain or inquire into (i) does not make any statementrepresentation or warranty to any Lender nor shall it be responsible to any Lender for the accuracy or completeness of the data made available to any Lender in connection with the negotiation of this Agreement, warranty or representation for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Loan Document, Agreement; (ii) the contents of shall not have any certificate, report duty to ascertain or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth herein of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower, other than in conformity with the degree of care the Agent would ordinarily exercise in the course of administering the Credit Facility if it were the sole Lender; and (iii) shall not be responsible to any other Loan DocumentLender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of this Agreement, any other Loan Document Agreement or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than document furnished pursuant to confirm receipt of items expressly required to be delivered to the Agent, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition of the Debtors or any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein. For purposes of determining compliance with the conditions specified in Article VI, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received written notice from such Lender prior to the proposed closing date specifying its objection theretothis Agreement.

Duties and Obligations of Agent. The Agent shall not have no any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Transaction Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law; rather, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties), (b) the Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except as provided in Section 11.038.03, and (c) except as expressly set forth herein, the Agent shall not have no 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 Agent or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender, and shall not be responsible for or have any duty to ascertain or inquire into (it) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Transaction Document, (iiu) the contents of any certificate, report or other document delivered hereunder under this Agreement or under any other Loan Transaction Document or in connection herewith or therewith, (iiiv) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein in this Agreement or in any other Loan Transaction Document, (ivw) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Transaction Document or any other agreement, instrument or document, (vx) the satisfaction of any condition set forth in Article VI III or elsewhere hereinin this Agreement, other than to confirm receipt of items expressly required to be delivered to the Agent or as to those conditions precedent expressly required to be to the Agent’s satisfaction, (viy) the existence, value, perfection or priority of any collateral security or the financial or other condition of the Debtors Borrower or any other obligor or guarantor, or (viiz) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder under this Agreement or under any other Loan Transaction Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein in this Agreement or therein. For purposes of determining compliance with the conditions specified in Article VI, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or that other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received written notice from such Lender prior to the proposed closing date specifying its objection theretoTransaction Document.

Duties and Obligations of Agent. The Neither the Agent acting in such capacity nor any of its directors, officers, agents or employees shall have no duties be liable to the Lenders for any action taken or obligations omitted to be taken by it or them under or in connection with this Agreement except those expressly set forth in the Loan Documentsfor its or their own gross negligence or wilful misconduct. Without limiting the generality of the foregoing, (a) the Agent: may assume that there has been no assignment or transfer by any of the Lenders of their rights hereunder unless and until the Agent receives written notice of the assignment thereof from such Lender and the Agent receives a copy of an executed copy of such assignment in the form of Schedule H hereto; may consult with legal counsel, independent public accountants and other experts selected by the Lenders and shall not be subject liable to the Lenders for any fiduciary action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; shall incur no liability to the Lenders under or in respect of this Agreement or any of the Loan Documents by acting upon any notice, consent, certificate or other implied dutiesinstrument or writing (which may be by telegram, regardless cable, facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of whether a the Borrowers made or deemed to be made hereunder; may assume that no Default or Event of Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with reference unless it has actual knowledge or actual notice to the Agent is not intended contrary; may rely as to connote any fiduciary or other implied (or express) obligations arising under agency doctrine matters of any applicable law; rather, such term is used merely as a matter of market custom, and is intended fact which might reasonably be expected to create or reflect only an administrative relationship between independent contracting parties), (b) be within the Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except as provided in Section 11.03, and (c) except as expressly set forth herein, the Agent shall have no 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 Agent or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default unless and until Person upon a certificate signed by or on behalf of such Person; does not make any warranty or representation to any Lender nor shall it be responsible to any Lender for the accuracy or completeness of the data made available to any of the Lenders in connection with the negotiation of this Agreement, or for any statements, warranties or representations (whether written notice thereof is given to the Agent by the Borrower or a Lender, and oral) made in or in connection therewith; 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 or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth herein of this Agreement on the part of any of the Borrowers or in to inspect the property (including the books and records) of the Canadian Borrower or any other Loan Documentof its Subsidiaries; and shall not be responsible to any Lender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document or any instrument or document furnished pursuant thereto. Notwithstanding clauses (d) or (g) above: the Agent shall promptly notify the Lenders of the occurrence of any Default or Event of Default of which it has actual knowledge or actual notice; and the Agent shall, following the receipt from either Borrower of a Borrowing Notice, verify the calculations therein contained and determine that all notices, certificates and other documents required from such Borrower as a condition to such Advance, Conversion or Rollover were properly received by the Agent and appear to comply on their face with the requirements of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction and shall in due course advise each Lender of any condition set forth in Article VI errors or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition failures by either of the Debtors or any other obligor or guarantor, or (vii) any failure Borrowers revealed by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein. For purposes of determining compliance with the conditions specified in Article VI, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received written notice from such Lender prior to the proposed closing date specifying its objection theretoverification and determination.