Common use of Duties of the Agent and Security Agent Clause in Contracts

Duties of the Agent and Security Agent. (a) The Agent’s and Security Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. (b) The Security Agent and, subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party. (c) Without prejudice to Clause 23.7 (Copy of Transfer Certificate or Increase Confirmation to Borrower), paragraph (b) above shall not apply to any Transfer Certificate or Increase Confirmation. (d) Except where a Finance Document specifically provides otherwise, neither the Security Agent nor the Agent is obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (e) If the Agent or Security 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. (f) If the Agent is aware of the non-payment of any principal, interest, Ticking Fee, Reopening Ticking Fee or other fee payable to a Finance Party (other than the Agent or the Arranger) under this Agreement it shall promptly notify the other Finance Parties. (g) Each of the Agent and Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied). (h) The Agent must provide to the Borrower within five (5) Business Days of a request by the Borrower (but no more frequently than once per calendar month) a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.

Duties of the Agent and Security Agent. (a) The Agent’s duties of the Agent and the Security Agent’s duties Agent under the Finance Documents are solely mechanical and administrative in nature. (b) The Security Agent and, subject Subject to paragraph (c) below, each of the Agent and the Security Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent or the Security Agent (as applicable) for that Party by any other Party. (c) Without prejudice to Clause 23.7 (Copy of Transfer Certificate or Increase Confirmation Assignment Agreement to Borrower), paragraph (b) above shall not apply to any Transfer Certificate or Increase Confirmationany Assignment Agreement. (d) Except where a Finance Document specifically provides otherwise, neither the Security Agent nor the Security Agent is obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (e) If the Agent or the Security Agent receives notice from a Party referring to this Agreement, any Finance Document describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties. (f) If the Agent is aware of the non-payment of any principal, interest, Ticking Fee, Reopening Ticking Fee commitment fee or other fee payable to a Finance Party (other than the Agent Agent, the Arranger or the ArrangerSecurity Agent) under this Agreement Agreement, it shall promptly notify the other Finance Parties. (g) Each of the Agent and Security The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied). (h) The Agent must provide to the Borrower Borrower, within five (5) 10 Business Days of the last Business Day of a request by the Borrower (but no more frequently than once per calendar month) ), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents. (h) Each of the Agent and the Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

Duties of the Agent and Security Agent. (a) The Agent’s and Security Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. (b) The Security Agent and, subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party. (c) Without prejudice to Clause 23.7 22.7 (Copy of Transfer Certificate or Increase Confirmation to Borrower), paragraph (b) above shall not apply to any Transfer Certificate or Increase Confirmation. (d) Except where a Finance Document specifically provides otherwise, neither the Security Agent nor the Agent is obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (e) If the Agent or Security 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. (f) If the Agent is aware of the non-payment of any principal, interest, Ticking Fee, Reopening Ticking Fee or other fee payable to a Finance Party (other than the Agent or the Arranger) under this Agreement it shall promptly notify the other Finance Parties. (g) Each of the Agent and Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied). (h) The Agent must provide to the Borrower within five (5) Business Days of a request by the Borrower (but no more frequently than once per calendar month) a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.

Duties of the Agent and Security Agent. (a) The Agent’s duties of the Agent and the Security Agent’s duties Agent under the Finance Documents are solely mechanical and administrative in nature. (b) The Subject to clause 26.4(b), each of the Agent and the Security Agent and, subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent or Security Agent (as applicable) for that Party by any other Party. (c) Without prejudice to Clause 23.7 clause 24.7 (Copy of Transfer Certificate or Increase Confirmation Assignment Agreement to Borrower), paragraph (bclause 26.4(a) above shall not apply to any Transfer Certificate or Increase Confirmationany Assignment Agreement. (d) Except where a Finance Document specifically provides otherwise, neither the Security Agent nor the Security Agent is obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (e) If the Agent or the Security Agent receives notice from a Party referring to this Agreementany Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties. (f) If the Agent is aware of the non-payment of any principal, interest, Ticking Fee, Reopening Ticking Fee commitment fee or other fee payable to a Finance Party (other than the Agent Agent, the Arranger or the ArrangerSecurity Agent) under this Agreement Agreement, it shall promptly notify the other Finance Parties. (g) Each of the Agent and Security The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied). (h) The Agent must provide to the Borrower Borrower, within five (5) 5 Business Days of a request by the Borrower (but no more frequently than once per calendar month) year), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents. (h) Each of the Agent and the Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

Duties of the Agent and Security Agent. (a) 27.4.1 The Agent’s duties of the Agent and the Security Agent’s duties Agent under the Finance Documents are solely mechanical and administrative in nature. (b) The Security Agent and, subject 27.4.2 Subject to paragraph (c) 27.4.3 below, each of the Agent and the Security Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent or Security Agent (as applicable) for that Party by any other Party. (c) 27.4.3 Without prejudice to Clause 23.7 24.8 (Copy of Transfer Certificate or Increase Confirmation Assignment Agreement to BorrowerObligors), paragraph (b) 27.4.2 above shall not apply to any Transfer Certificate or Increase Confirmationany Assignment Agreement. (d) 27.4.4 Except where a Finance Document specifically provides otherwise, neither the Security Agent nor the Security Agent is obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (e) 27.4.5 If the Agent or the Security Agent receives notice from a Party referring to this Agreementany Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties. (f) 27.4.6 If the Agent is aware of the non-payment of any principal, interest, Ticking Fee, Reopening Ticking Fee commitment fee or other fee payable to a Finance Party (other than the Agent or the ArrangerSecurity Agent) under this Agreement Agreement, it shall promptly notify the other Finance Parties. (g) Each of the Agent and Security 27.4.7 The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied). (h) The Agent must provide to the Borrower within five (5) ten Business Days of a request by the Borrower (but no more frequently than once per calendar month) during each quarter, a list (which may be in electronic form) setting out the names of the Lenders as at the date of that requestBusiness Day, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents. 27.4.8 Each of the Agent and the Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

Duties of the Agent and Security Agent. (a) The Agent’s duties of the Agent and the Security Agent’s duties Agent under the Finance Documents are solely mechanical and administrative in nature. (b) The Security Agent and, subject Subject to paragraph (c) below, each of the Agent and the Security Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent or Security Agent (as applicable) for that Party by any other Party. (c) Without prejudice to Clause 23.7 28.7 (Copy of Transfer Certificate or Increase Confirmation Assignment Agreement to BorrowerBorrowers), paragraph (b) above shall not apply to any Transfer Certificate or Increase Confirmationany Assignment Agreement. (d) Except where a Finance Document specifically provides otherwise, neither the Security Agent nor the Security Agent is obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (e) If the Agent or the Security Agent receives notice from a Party referring to this Agreementany Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties. (f) If the Agent is aware of the non-payment of any principal, interest, Ticking Fee, Reopening Ticking Fee interest or other fee payable to a Finance Party (other than the Agent Agent, or the ArrangerSecurity Agent) under this Agreement Agreement, it shall promptly notify the other Finance Parties. (g) Each of the Agent and the Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied). (h) The Agent must provide to the Borrower within five (5) Business Days of a request by the Borrower (but no more frequently than once per calendar month) a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.

Duties of the Agent and Security Agent. (a) The Agent’s duties of the Agent and the Security Agent’s duties Agent under the Finance Documents are solely mechanical and administrative in nature. (b) The Security Agent and, subject Subject to paragraph (cd) below, each of the Agent and the Security Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent or Security Agent (as applicable) for that Party by any other Party. (c) The Security Agent shall promptly: (i) copy to the Agent the contents of any notice or document received by it from the Borrower under any Finance Document; and (ii) inform the Agent of the occurrence of any Default or any default by the Borrower in the due performance of or compliance with its obligations under any Finance Document of which the Security Agent has received notice from any other Party. (d) Without prejudice to Clause 23.7 22.7 (Copy of Transfer Certificate or Increase Confirmation Assignment Agreement to BorrowerBorrower ), paragraph (b) above shall not apply to any Transfer Certificate or Increase Confirmationany Assignment Agreement. (de) Except where a Finance Document specifically provides otherwise, neither the Security Agent nor the Security Agent is obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (ef) If the Agent or Security Agent receives notice from a Party referring to this Agreementany Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties. (fg) If the Agent is aware of the non-payment of any principal, interest, Ticking Fee, Reopening Ticking Fee commitment fee or other fee payable to a Finance Party (other than the Agent or the Arrangerto any other Administrative Party) under this Agreement Agreement, it shall promptly notify the other Finance Parties. (gh) Each of the Agent and the Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied). (h) The Agent must provide to the Borrower within five (5) Business Days of a request by the Borrower (but no more frequently than once per calendar month) a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.

Duties of the Agent and Security Agent. (a) The Agent’s duties of the Agent and the Security Agent’s duties Agent under the Finance Documents are solely mechanical and administrative in nature. (b) The Security Agent and, subject Subject to paragraph (cd) below, each of the Agent and the Security Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent or Security Agent (as applicable) for that Party by any other Party. (c) The Security Agent shall promptly: (i) copy to the Agent the contents of any notice or document received by it from any Transaction Obligor under any Finance Document; and (ii) inform the Agent of the occurrence of any Default or any default by an Transaction Obligor in the due performance of or compliance with its obligations under any Finance Document of which the Security Agent has received notice from any other Party. (d) Without prejudice to Clause 23.7 (Copy of Transfer Certificate or Increase Confirmation Assignment Agreement to BorrowerCompany), paragraph (b) above shall not apply to any Transfer Certificate or Increase Confirmationany Assignment Agreement. (de) Except where a Finance Document specifically provides otherwise, neither the Security Agent nor the Security Agent is obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (ef) If the Agent or Security Agent receives notice from a Party referring to this Agreementany Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties. (fg) If the Agent is aware of the non-payment of any principal, interest, Ticking Fee, Reopening Ticking Fee commitment fee or other fee payable to a Finance Party (other than the Agent or the Arrangerto any other Administrative Party) under this Agreement Agreement, it shall promptly notify the other Finance Parties. (gh) Each of the Agent and the Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied). (h) The Agent must provide to the Borrower within five (5) Business Days of a request by the Borrower (but no more frequently than once per calendar month) a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.