Common use of Duties of the Agent Clause in Contracts

Duties of the Agent. (a) 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. (b) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (c) If the 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 Finance Parties. (d) If the Agent is aware of the non-payment of any principal, interest, commitment 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. (e) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. (f) The Agent shall provide to the Company, within 10 Business Days of a request by the Company (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.

Duties of the Agent. (a) 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. (b) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (c) If the 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 Finance Parties. (d) If the Agent is aware of the non-payment of any principal, interest, commitment 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. (e) The Agent’s 's duties under the Finance Documents are solely mechanical and administrative in nature. (f) The Agent shall provide to the Company, within 10 Business Days of a request by the Company (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.

Duties of the Agent. (a) The Subject to paragraph (b) of Clause 13.5 (Stamp Taxes) and paragraph (f) of Clause 31.5 (Electronic communication), 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. (b) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (c) If the 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 Lenders. (c) Except where a Finance PartiesDocument specifically provides otherwise, the Agent is not obliged to check, review or check the adequacy, accuracy or completeness of any document it provides to another Party. (d) If the The Agent is aware of the non-payment of any principal, interest, commitment 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 PartiesLenders of any Default arising under Clause 23.1 (Non-payment). (e) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. (f) The Agent shall be exempted from the restrictions of self-dealing set forth in Section 181 of the German Civil Code (Bürgerliches Gesetzbuch) or any other applicable restrictions of self-dealing pursuant to any other applicable law, in each case to the extent legally possible, as concerns self-dealing on its own account or on behalf of another person. The Security Agent shall have the authority to sub-delegate the power granted hereunder in accordance with this Agreement and to grant an exemption from such restrictions to any sub-delegate. (g) The Agent shall provide to the Company, Company within 10 5 Business Days of a request by the Company (but no more frequently than once per calendar month)Company, 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.

Duties of the Agent. (a) 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. (b) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (c) If the 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 Finance Parties. (d) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the ArrangerArrangers) under this Agreement it shall promptly notify the other Finance Parties. (e) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. (f) The Agent shall provide to the Company, Parent within 10 5 Business Days of a request by the Company Parent (but no more frequently than once per calendar monthquarter), a list (which may be in electronic form) setting out the names of the Lenders Banks 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 Bank 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 Bank 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 Bank for any payment to be distributed by the Agent to that Lender Bank under the Finance Documents.

Duties of the Agent. (a) 37.2.1 The Agent shall promptly forward to a Party the original or a copy of any document other than any Transfer Agreement which is delivered to the Agent for that Party by any other Party. (b) 37.2.2 Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (c) 37.2.3 If the Agent receives notice from a Party referring to this Agreement, describing an Event of Default or a Default Special Early Termination Event and stating that the circumstance described is an Event of Default or a DefaultSpecial Early Termination Event, it shall promptly notify the Finance Parties. (d) 37.2.4 If the Agent is aware of the non-payment of any principal, interest, commitment non-utilisation fee or other fee payable to a Finance Party (other than the Agent or the ArrangerArrangers) under this Agreement it shall promptly notify the other Finance Parties. (e) 37.2.5 The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. (f) 37.2.6 The Agent shall provide to the Company, Company within 10 ten (10) Business Days of a request by the Company (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.

Duties of the Agent. (a) The Agent's duties under the Finance Documents are solely mechanical and administrative in nature. (b) 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 23.6 (Copy of Transfer Certificate or Increase Confirmation to Company), paragraph (b) above shall not apply to any Transfer Certificate or any Increase Confirmation. (d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (ce) If the 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. (df) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the ArrangerMandated Lead Arrangers) under this Agreement it shall promptly notify the other Finance Parties. (e) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. (fg) The Agent shall provide to the Company, Company within 10 ten Business Days of a request by the Company (but no more frequently than once per calendar month)) or as soon as is reasonably practicable upon the Agent becoming an Impaired Agent, 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 means. (h) The Agent shall have only those duties, obligations and responsibilities expressly specified in the account details of each Lender for any payment Finance Documents to which it is expressed to be distributed by the Agent to that Lender under the Finance Documentsa party (and no others shall be implied).

Duties of the Agent. (a) The Subject to paragraph (b) 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. (b) Without prejudice to Clause 27.7 (Copy of Transfer Certificate, Assignment Agreement, Increase Confirmation to the Company), paragraph (a) above shall not apply to any Transfer Certificate or to any Assignment Agreement or Increase Confirmation. (c) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (cd) If the 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. (de) If the Agent is aware of the non-payment of any principal, interest, commitment 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. (e) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. (f) The Agent shall provide to the Company, Company within 10 5 Business Days of a request by the Company (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 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. (g) The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

Duties of the Agent. (a) 49. 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. (b) 50. Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (c) 51. If the 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 Finance Parties. (d) 52. If the Agent is aware of the non-payment nonpayment of any principal, interest, commitment 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. (e) 53. The Agent’s 's duties under the Finance Documents are solely mechanical and administrative in nature. (f) 54. The Agent shall provide to the Company, within 10 Business Days of a request by the Company (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.

Duties of the Agent. (a) The Subject to paragraph (b) 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. (b) Without prejudice to Clause 21.6 (Copy of Transfer Certificate or Increase Confirmation to Company), paragraph (a) above shall not apply to any Transfer Certificate or any Increase Confirmation. (c) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (cd) If the 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 Finance Parties. (de) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the Arrangerto any Administrative Party) under this Agreement it shall promptly notify the other Finance Parties. (e) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. (f) The Agent shall provide to the Company, Company within 10 ten (10) Business Days of a request by the Company (but no more frequently than once per last Business Day of each calendar month), 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 officeroffice, if any, for whose attention any communication is to be mademarked) of each Lender for any communication communications 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 72148 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. (g) The Agent shall not be liable to account for interest on money paid to it by or recovered from the Company. Monies held by the Agent need not be segregated except as required by law. (h) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

Duties of the Agent. (a) The Subject to paragraph (b) 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. (b) Without prejudice to Clause 21.6 (Copy of Transfer Certificate or Increase Confirmation to Company), paragraph (a) above shall not apply to any Transfer Certificate or any Increase Confirmation. (c) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (cd) If the 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 Finance Parties. (de) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the Arrangerto any Administrative Party) under this Agreement it shall promptly notify the other Finance Parties. (e) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.. 70 = NUMPAGES 135-2 133 (f) The Agent shall provide to the Company, Company within 10 ten (10) Business Days of a request by the Company (but no more frequently than once per last Business Day of each calendar month), 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 officeroffice, if any, for whose attention any communication is to be mademarked) of each Lender for any communication communications 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. (g) The Agent shall not be liable to account for interest on money paid to it by or recovered from any Obligor. Monies held by the Agent need not be segregated except as required by law. (h) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

Duties of the Agent. (a) The Subject to paragraph (b) 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. (b) Without prejudice to Clause 31.7 (Copy of Transfer Certificate or Assignment Agreement to Company), paragraph (a) above shall not apply to any Transfer Certificate or any Assignment Agreement. (c) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (cd) If the Agent receives written 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. (de) If the Agent is aware of the non-payment of any principal, interest, commitment 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. (ef) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. (fg) The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Finance Document by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Representatives. The exculpatory provisions of this Section 10 shall provide apply to any such sub-agent and to the Company, within 10 Business Days of a request by the Company (but no more frequently than once per calendar month), a list (which may be in electronic form) setting out the names Representatives of the Lenders as at the date of that requestAgent and any such sub-agent, and shall apply to 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 activities in connection with the Finance Documents, Facility provided for herein as well as activities as Agent. The Agent shall not be responsible for the electronic mail address and/or negligence or misconduct of any other information required sub-agents except 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 extent that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under acted with gross negligence or wilful misconduct in the Finance Documentsselection of such sub-agents.

Duties of the Agent. (a) The Subject to paragraph (b) 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. (b) Without prejudice to Clause 31.7 (Copy of Transfer Certificate or Assignment Agreement to Company) and paragraph (e) of Clause 8.4 (Cash Collateral by Non-Acceptable L/C Lender), paragraph (a) above shall not apply to any Transfer Certificate or any Assignment Agreement. (c) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (cd) If the 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. (de) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent Agent, the Arranger or the ArrangerSecurity Trustee) under this Agreement it shall promptly notify the other Finance Parties. (e) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. (f) The Agent shall provide to the Company, Company within 10 Business Days of a request by the Company (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. (g) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

Duties of the Agent. (a) 27.3.1 The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. 27.3.2 Subject to Clause 27.3.3 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. 27.3.3 Without prejudice to Clause 25.6 (b) Copy of Transfer Certificate or Accordion Increase Confirmation to Company), Clause 27.3.2 above shall not apply to any Transfer Certificate, Accordion Increase Confirmation or any Substitute Affiliate Lender Designation Notice. 27.3.4 Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.. ​ (c) 27.3.5 If the 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) 27.3.6 If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the ArrangerArrangers) under this Agreement Agreement, it shall promptly notify the other Finance Parties. (e) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. (f) 27.3.7 The Agent shall provide to the Company, within 10 five Business Days of a request by the Company (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 transmission 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. 27.3.8 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).

Duties of the Agent. (a) 37.2.1 The Agent shall promptly forward to a Party the original or a copy of any document other than any Transfer Agreement which is delivered to the Agent for that Party by any other Party. (b) 37.2.2 Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (c) 37.2.3 If the Agent receives notice from a Party referring to this Agreement, describing an Event of Default or a Default Special Early Termination Event and stating that the circumstance described is an Event of Default or a DefaultSpecial Early Termination Event, it shall promptly notify the Finance Parties. (d) 37.2.4 If the Agent is aware of the non-payment of any principal, interest, commitment non-utilisation fee or other fee payable to a Finance Party (other than the Agent or the ArrangerArrangers) under this Agreement it shall promptly notify the other Finance Parties. (e) 37.2.5 The Agent’s 's duties under the Finance Documents are solely mechanical and administrative in nature. (f) 37.2.6 The Agent shall provide to the Company, Company within 10 ten (10) Business Days of a request by the Company (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.