Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (...
Duties of the Administrative Agent. (a) If an Exchange Note Default or a Lending Facility Default has occurred and is continuing, the Administrative Agent will exercise the rights and powers vested in it by this Agreement and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Exchange Note Default or a Lending Facility Default:
(i) the Administrative Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations are to be read into this Agreement against the Administrative Agent; and
(ii) in the absence of bad faith, negligence or willful misconduct on its part, the Administrative Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions furnished to it, upon any certificates or opinions furnished to it and, if required by the terms of this Agreement, conforming to the requirements of this Agreement; provided, that the Administrative Agent will examine any such certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement.
(c) The Administrative Agent will not be liable for any action it takes or omits to take in the absence of bad faith which it believes to be authorized or within its rights or powers. However, the Administrative Agent may not be relieved from liability for its own willful misconduct, negligence or bad faith, except that:
(i) this Section 7.1 does not limit Section 7.2;
(ii) the Administrative Agent will not be liable for any error of judgment made in the absence of bad faith by a Responsible Officer unless it is proved that the Administrative Agent was negligent in ascertaining the pertinent facts; and
(iii) the Administrative Agent will not be liable with respect to any action it takes or omits to take in the absence of bad faith in accordance with a direction received by it from the Lender or any Exchange Noteholder with respect to the exercise of remedies pursuant to Article VI.
(d) The Administrative Agent will not be liable for interest on any money received by it except as the Administrative Agent may agree with the Borrower.
(e) Money held in trust by the Administrative Agent need not be segregated from other funds except to the extent required by law or this Agreement.
(f) The Administrative Agent, if it has reasonable grounds to b...
Duties of the Administrative Agent. The duties of the Administrative Agent hereunder shall consist of the following:
Duties of the Administrative Agent. Notwithstanding any other provision of this Agreement, with respect to any Series, the applicable Series Supplement may provide that any Administrative Agent appointed pursuant to such Series Supplement shall have no rights and no duties, obligations or liabilities except as provided in such Series Supplement and herein.
Duties of the Administrative Agent. (a) The Administrative Agent’s duties under the Credit Documents are solely mechanical and administrative in nature.
(b) Subject to paragraph (c) below, the Administrative Agent shall promptly forward to a party the original or a copy of any document which is delivered to the Administrative Agent for that party by any other party.
(c) Paragraph (b) above shall not apply to any Transfer Certificate or any Assignment Agreement.
(d) Except where a Credit Document specifically provides otherwise, the Administrative Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another party.
(e) If the Administrative Agent receives notice from a party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Secured Parties.
(f) If the Administrative Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Secured Party (other than the Administrative Agent or the Collateral Agent) under this Agreement, it shall promptly notify the other Secured Parties.
(g) The Administrative Agent shall have only those duties, obligations and responsibilities expressly specified in the Credit Documents to which it is expressed to be a party (and no others shall be implied).
Duties of the Administrative Agent. (a) The Administrative Agent shall promptly forward to a Party the original or a copy of any document (including, but not limited to, the Parent’s annual financial statements) which is delivered to the Administrative Agent for that Party by any other Party.
(b) The Administrative Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(c) If the Administrative Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(d) If the Administrative Agent is aware of the non-payment of any principal, interest or fee payable to a Finance Party (other than the Administrative Agent or the Security Agent) under this Agreement it shall promptly notify the other Finance Parties.
(e) The Administrative Agent’s duties under the New Finance Documents are solely mechanical and administrative in nature.
Duties of the Administrative Agent. The Administrative Agent shall be responsible for the determination of all applicable interest rates and charges to be applied to advances outstanding at any time under this Agreement, shall maintain records of all advances, interest charges and accruals, and interest and principal payments for purposes of this Agreement, and shall prepare periodic reports as to such matters for the Parties. Separate records shall be kept by the Administrative Agent for the System Money Pool established by this Agreement and any other money pool administered by it.
Duties of the Administrative Agent. Subject to the limitations set forth in this Agreement, the duties of the Administrative Agent shall be limited to the following:
Duties of the Administrative Agent. Pledgor and OPMW Borrower.
(a) The powers conferred on the OPNY Administrative Agent hereunder are solely to protect its 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 it hereunder, the OPNY Administrative 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 and no such duties shall be implied as arising hereunder.
(b) It is expressly agreed, anything herein contained to the contrary notwithstanding, that Pledgor and the OPMW Borrower shall remain liable to perform all of their respective obligations, if any, assumed by them with respect to the Collateral and the OPNY Administrative Agent and the OPNY Lenders shall have no obligations or liabilities with respect to any Collateral by reason of or arising out of or in connection with this Agreement, nor shall the OPNY Administrative Agent or the OPNY Lenders be required or obligated in any manner to perform or fulfill any of the obligations of Pledgor or the OPMW Borrower under or with respect to any Collateral.
Duties of the Administrative Agent. (a) The Administrative Agent shall promptly inform each Lender of the contents of any notice or document received by it in its capacity as Administrative Agent from any of the Obligors under this Agreement.
(b) The Administrative Agent shall promptly notify the Lenders of the occurrence of any Event of Default or any default by an Obligor in the due performance of or compliance with its obligations under any Finance Document upon becoming aware of the same.
(c) If so instructed by an Instructing Group, the Administrative Agent shall refrain from exercising any power or discretion vested in it as agent under any Finance Document.
(d) The duties of the Administrative Agent under the Finance Documents are, save to the extent otherwise expressly provided, solely mechanical and administrative in nature.
