Common use of Duties of Administrative Agent Clause in Contracts

Duties of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. 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 by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.2), and (c) except as expressly set forth in the Loan Documents, 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. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.2) or in the absence of its 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 any Loan Document, (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 in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documentsherein. 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 by the Loan Documents hereby that the Administrative Agent is required to exercise in writing as directed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.29.01), and (c) except as expressly set forth in the Loan Documentsherein, 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. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.29.01) or in the absence of its 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 any Loan Documentthis 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 in any Loan Documentherein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 III or elsewhere in any Loan Documentherein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documentsherein. 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 by the Loan Documents hereby that the Administrative Agent is required to exercise in writing as directed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.29.01), and (c) except as expressly set forth in the Loan Documentsherein, 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. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.29.01) or in the absence of its 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 any Loan Documentthis Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the 85 performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Documentherein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 III or elsewhere in any Loan Documentherein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties of Administrative Agent. The Administrative Agent agrees with each Lender that it will exercise and give the same care and attention to each LC as it gives to its other letters of credit, and Administrative Agent's sole liability to each Lender with respect to such LCs (other than liability arising from the gross negligence or willful misconduct of Administrative Agent) shall be to distribute promptly to each Lender who has acquired a participating interest therein such Lender's ratable portion of any payments made to Administrative Agent by Borrower pursuant to SECTION 2.2(C). Each Lender and Borrower agree that, in paying any draw under any LC, Administrative Agent shall not have any duties responsibility to obtain any document (other than any documents required by the respective LC) or obligations except those expressly set forth in to ascertain or inquire as to the Loan Documents. Without limiting validity or accuracy of any such document or the generality authority of the foregoing, (a) the Administrative Agent shall not be subject to Person delivering any fiduciary or other implied duties, regardless of whether a Default has occurred such document. The Credit Parties 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 by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.2), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and their respective Representatives shall not be liable to any other Credit Party or any Obligor for the failure to discloseuse which may be made of any LC or for any acts or omissions of any beneficiary thereof in connection therewith. Any action, any information relating to the Borrower inaction, error, delay, or omission taken or suffered by Administrative Agent or any of its Subsidiaries that is communicated to Representatives under or obtained by in connection with any LC, the bank serving draws, drafts, or documents relating thereto, or the transmission, dispatch, or delivery of any message or advice related thereto, if in good faith and in conformity with such Legal Requirements as Administrative Agent or any of its Affiliates Representatives may deem applicable and in any capacity. The accordance with the standards of care specified in the Uniform Customs and Practice for Documentary Credits issued by the International Chamber of Commerce, as in effect on the date of issue of such LC, shall be binding upon Obligors and the Credit Parties and shall not place Administrative Agent shall not be liable for or any of its Representatives under any resulting liability to any Credit Party or any Obligor. Any action taken or not omitted to be taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.2) or in the absence of its 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 under or in connection with any Loan Document, (ii) LC if taken or omitted in the contents absence of gross negligence or willful misconduct shall not create for Administrative Agent any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of resulting liability to any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document Credit Party or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentObligor.

Duties of Administrative Agent. The Administrative Agent agrees with each Lender that it will exercise and give the same care and attention to each LC as it gives to its other letters of credit, and Administrative Agent's sole liability to each Lender with respect to such LCs (OTHER THAN liability arising from the gross negligence or willful misconduct of Administrative Agent) shall be to distribute promptly to each Lender who has acquired a participating interest therein such Lender's ratable portion of any payments made to Administrative Agent by Borrower pursuant to SECTION 2.2(c). Each Lender and Borrower agree that, in paying any draw under any LC, Administrative Agent shall not have any duties responsibility to obtain any document (OTHER THAN any documents required by the respective LC) or obligations except those expressly set forth in to ascertain or inquire as to the Loan Documents. Without limiting validity or accuracy of any such document or the generality authority of the foregoing, (a) the Administrative Agent shall not be subject to Person delivering any fiduciary or other implied duties, regardless of whether a Default has occurred such document. The Credit Parties 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 by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.2), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and their respective Representatives shall not be liable to any other Credit Party or any Obligor for the failure to discloseuse which may be made of any LC or for any acts or omissions of any beneficiary thereof in connection therewith. Any action, any information relating to the Borrower inaction, error, delay, or omission taken or suffered by Administrative Agent or any of its Subsidiaries that is communicated to Representatives under or obtained by in connection with any LC, the bank serving draws, drafts, or documents relating thereto, or the transmission, dispatch, or delivery of any message or advice related thereto, if in good faith and in conformity with such Laws as Administrative Agent or any of its Affiliates Representatives may deem applicable and in any capacity. The accordance with the standards of care specified in the UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS issued by the International Chamber of Commerce, as in effect on the date of issue of such LC, shall be binding upon Obligors and the Credit Parties and shall not place Administrative Agent shall not be liable for or any of its Representatives under any resulting liability to any Credit Party or any Obligor. Any action taken or not omitted to be taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.2) or in the absence of its 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 under or in connection with any Loan Document, (ii) LC if taken or omitted in the contents absence of gross negligence or wilful misconduct shall not create for Administrative Agent any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of resulting liability to any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document Credit Party or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentObligor.

Duties of Administrative Agent. The (a) Each Holder hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement or any other Transaction Document. Each Holder hereby acknowledges and agrees that the Administrative Agent shall not have any duties or obligations responsibilities except those expressly set forth herein and in the Loan other Transaction Documents. The Administrative Agent shall not have or be deemed to have any fiduciary relationship with any Holder or any other Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing, (a) the use of the term “agent” herein and in the other Transaction Documents with reference to the Administrative Agent shall is not be subject intended to connote any fiduciary or other implied duties(or express) obligations arising under agency doctrine of any applicable law. Instead, regardless such term is used merely as a matter of whether a Default has occurred market custom, and is continuingintended to create or reflect only an administrative relationship between independent contracting parties. The permissive authorizations, entitlements, powers and rights (bincluding the right to request that any Guarantor, the Company or any Restricted Subsidiary take an action or deliver a document and the exercise of remedies following an Event of Default) granted to the Administrative Agent herein shall not be construed as duties. The Administrative Agent shall not have any duty to take responsibility for interest or income on any discretionary action funds held by it hereunder and any funds so held shall be held un-invested pending distribution thereof. Whether or exercise any discretionary not explicitly set forth therein, the rights, powers, except discretionary rights protections, immunities and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.2), and (c) except as expressly set forth in the Loan Documents, 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. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.2) or in the absence of its 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 indemnities granted to the Administrative Agent herein shall apply to any document entered into 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 any Loan Document, (ii) its role as Administrative Agent under 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 in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered Transaction Documents. Except to the extent expressly provided otherwise herein, the Required Holders shall have the right to direct the Administrative AgentAgent in all matters concerning the Transaction Documents.

Duties of Administrative Agent. The (a) Each Holder hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement or any other Transaction Document. Each Holder hereby acknowledges and agrees that the Administrative Agent shall not have any duties or obligations responsibilities except those expressly set forth herein and in the Loan other Transaction Documents. The Administrative Agent shall not have or be deemed to have any fiduciary relationship with any Holder or any other Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing, (a) the use of the term "agent" herein and in the other Transaction Documents with reference to the Administrative Agent shall is not be subject intended to connote any fiduciary or other implied duties(or express) obligations arising under agency doctrine of any applicable law. Instead, regardless such term is used merely as a matter of whether a Default has occurred market custom, and is continuingintended to create or reflect only an administrative relationship between independent contracting parties. The permissive authorizations, entitlements, powers and rights (bincluding the right to request that any Guarantor, the Company or any Restricted Subsidiary take an action or deliver a document and the exercise of remedies following an Event of Default) granted to the Administrative Agent herein shall not be construed as duties. The Administrative Agent shall not have any duty to take responsibility for interest or income on any discretionary action funds held by it hereunder and any funds so held shall be held un-invested pending distribution thereof. Whether or exercise any discretionary not explicitly set forth therein, the rights, powers, except discretionary rights protections, immunities and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.2), and (c) except as expressly set forth in the Loan Documents, 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. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.2) or in the absence of its 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 indemnities granted to the Administrative Agent herein shall apply to any document entered into 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 any Loan Document, (ii) its role as Administrative Agent under 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 in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered Transaction Documents. Except to the extent expressly provided otherwise herein, the Required Holders shall have the right to direct the Administrative AgentAgent in all matters concerning the Transaction Documents.