Common use of Responsibility of the Administrative Agent Clause in Contracts

Responsibility of the Administrative Agent. The duties and obligations of the Administrative Agent under this Agreement are only those expressly set forth in this Agreement and shall not include by reason of this Agreement or any other Loan Document any fiduciary or trustee duties for any Lender (without limiting the generality of the foregoing, the use of the term “agent” in this Agreement and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law – instead, 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). The Administrative Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge, or has been notified in writing by the Borrower, of such fact, or has been notified by a Lender in writing that such Lender considers that a Default or an Event of Default has occurred and is continuing, and such Lender shall specify in detail the nature thereof in writing. The Administrative Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties in this Agreement or any other Loan Document or any other document contemplated by this Agreement or any other Loan Document or the exercise of any of its rights or powers. The Administrative Agent shall not be required to qualify in any jurisdiction in which it is not presently qualified. The Administrative Agent shall not be liable hereunder for any action taken or omitted to be taken except for its own gross negligence, bad faith or willful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdiction. The Administrative Agent shall provide each Lender with copies of such documents received from the Borrower as such Lender may reasonably request. The Administrative Agent’s duties under this Agreement or any other Loan Document or any other document contemplated by this Agreement or any other Loan Document are administrative only and it may, but shall not be required under any circumstances to exercise discretion in the performance of its duties under such documents.

Responsibility of the Administrative Agent. The duties It is expressly understood and agreed that the obligations of the Administrative Agent under this Agreement hereunder are only those expressly set forth in this Agreement and shall not include by reason of this Agreement or any other Loan Document any fiduciary or trustee duties for any Lender (without limiting that the generality of the foregoing, the use of the term “agent” in this Agreement and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law – instead, 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). The Administrative Agent shall be entitled to assume that no Default or Event of Default has occurred Default, and is continuing unless it has actual knowledgeno event that, with notice, or has been notified in writing by the Borrowerlapse of time or both would, of such factif unremedied, or has been notified by a Lender in writing that such Lender considers that a Default or constitute an Event of Default Default, has occurred and is continuing, unless the Administrative Agent has actual knowledge of such fact. Except to the extent the Administrative Agent is required by the Lenders pursuant to the express terms hereof to take a specific action, the Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action or actions that it may be able to take under or in respect of, this Agreement and such Lender shall specify in detail the nature thereof in writingLoan Documents. The Administrative Agent shall not incur no liability under or in respect of this Agreement and the other Loan Documents by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it to be required genuine or authentic or to expend be signed by the proper party or risk its own funds parties, or otherwise incur any financial liability with respect to anything that it may do or refrain from doing in the performance of any reasonable exercise of its duties in this Agreement judgment, or any other Loan Document that may seem to it to be necessary or any other document contemplated by this Agreement or any other Loan Document or desirable under the exercise of any of its rights or powerscircumstances. The It is agreed among the Administrative Agent and the Lenders that the Administrative Agent shall not be required have no responsibility to qualify carry out audits or otherwise examine the books and records or properties of the Borrower or any of the Borrower's Subsidiaries, except as the Administrative Agent in any jurisdiction in which it is not presently qualifiedits sole discretion deems appropriate or unless directed to do so by the Majority Lenders. The relationship between the Administrative Agent and each Lender is and shall not be liable hereunder that of agent and principal only and nothing herein shall be construed to constitute the Administrative Agent a joint venturer with any Lender, a trustee or fiduciary ders or for any action taken or omitted the holder of a participation herein nor impose on the Administrative Agent duties and obligations other than those set forth herein. Nothing contained in this Section 9.6 is intended to be taken except relieve the Administrative Agent from liability for its own gross negligence, bad faith negligence or its willful misconduct as determined by a finalunless any act, non-appealable judicial order omission or conduct of a court of competent jurisdiction. The the Administrative Agent shall provide each Lender with copies of such documents received from is or has been directed by the Borrower as such Lender may reasonably request. The Administrative Agent’s duties under this Agreement or any other Loan Document or any other document contemplated by this Agreement or any other Loan Document are administrative only and it may, but shall not be required under any circumstances to exercise discretion in the performance of its duties under such documentsMajority Lenders.

Responsibility of the Administrative Agent. The duties It is expressly understood and agreed that the obligations of the Administrative Agent under this Agreement hereunder are only those expressly set forth in this Agreement and shall not include by reason of this Agreement or any other Loan Document any fiduciary or trustee duties for any Lender (without limiting that the generality of the foregoing, the use of the term “agent” in this Agreement and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law – instead, 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). The Administrative Agent shall be entitled to assume that no Default or Event of Default has occurred Default, and is continuing unless it has actual knowledgeno event that, with notice, or has been notified in writing by the Borrowerlapse of time or both would, of such factif unremedied, or has been notified by a Lender in writing that such Lender considers that a Default or constitute an Event of Default Default, has occurred and is continuing, unless the Administrative Agent has actual knowledge of such fact. Except to the extent the Administrative Agent is required by the Lenders pursuant to the express terms hereof to take a specific action, the Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action or actions that it may he able to take under or in respect of, this Agreement and such Lender shall specify in detail the nature thereof in writingLoan Documents. The Administrative Agent shall not incur no liability under or in respect of this Agreement and the other Loan Documents by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it to be required genuine or authentic or to expend be signed by the proper party or risk its own funds parties, or otherwise incur any financial liability with respect to anything that it may do or refrain from doing in the performance of any reasonable exercise of its duties in this Agreement judgment, or any other Loan Document that may seem to it to be necessary or any other document contemplated by this Agreement or any other Loan Document or desirable under the exercise of any of its rights or powerscircumstances. The It is agreed among the Administrative Agent and the Lenders that the Administrative Agent shall not be required have no responsibility to qualify carry out audits or otherwise examine the books and records or properties of the Borrower or any of the Borrower’s Subsidiaries, except as the Administrative Agent in any jurisdiction in which it is not presently qualifiedits sole discretion deems appropriate or unless directed to do so by the Majority Lenders. The relationship between the Administrative Agent and each Lender is and shall not be liable hereunder that of agent and principal only and nothing herein shall be construed to constitute the Administrative Agent a joint venturer with any Lender, a trustee or fiduciary for any action taken of the Lenders or omitted for the holder of a participation herein nor impose on the Administrative Agent duties and obligations other than those set forth herein. Nothing contained in this Section 9.6 is intended to be taken except relieve the Administrative Agent from liability for its own gross negligence, bad faith negligence or its willful misconduct as determined by a finalunless any act, non-appealable judicial order omission or conduct of a court of competent jurisdiction. The the Administrative Agent shall provide each Lender with copies of such documents received from is or has been directed by the Borrower as such Lender may reasonably request. The Administrative Agent’s duties under this Agreement or any other Loan Document or any other document contemplated by this Agreement or any other Loan Document are administrative only and it may, but shall not be required under any circumstances to exercise discretion in the performance of its duties under such documentsMajority Lenders.

Responsibility of the Administrative Agent. The duties It is expressly understood and agreed that the obligations of the Administrative Agent under this Agreement hereunder are only those expressly set forth in this Agreement and shall not include by reason of this Agreement or any other Loan Document any fiduciary or trustee duties for any Lender (without limiting that the generality of the foregoing, the use of the term “agent” in this Agreement and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law – instead, 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). The Administrative Agent shall be entitled to assume that no Default or Event of Default has occurred Default, and is continuing unless it has actual knowledgeno event that, with notice, or has been notified in writing by the Borrowerlapse of time or both would, of such factif unremedied, or has been notified by a Lender in writing that such Lender considers that a Default or constitute an Event of Default Default, has occurred and is continuing, unless the Administrative Agent has actual knowledge of such fact. Except to the extent the Administrative Agent is required by the Lenders pursuant to the express terms hereof to take a specific action, the Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action or actions that it may he able to take under or in respect of, this Agreement and such Lender shall specify in detail the nature thereof in writingLoan Documents. The Administrative Agent shall not incur no liability under or in respect of this Agreement and the other Loan Documents by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it to be required genuine or authentic or to expend be signed by the proper party or risk its own funds parties, or otherwise incur any financial liability with respect to anything that it may do or refrain from doing in the performance of any reasonable exercise of its duties in this Agreement judgment, or any other Loan Document that may seem to it to be necessary or any other document contemplated by this Agreement or any other Loan Document or desirable under the exercise of any of its rights or powerscircumstances. The It is agreed among the Administrative Agent and the Lenders that the Administrative Agent shall not be required have no responsibility to qualify carry out audits or otherwise examine the books and records or properties of the Borrower or any of the Borrower's Subsidiaries, except as the Administrative Agent in any jurisdiction in which it is not presently qualifiedits sole discretion deems appropriate or unless directed to do so by the Majority Lenders. The relationship between the Administrative Agent and each Lender is and shall not be liable hereunder that of agent and principal only and nothing herein shall be construed to constitute the Administrative Agent a joint venturer with any Lender, a trustee or fiduciary for any action taken of the Lenders or omitted for the holder of a participation herein nor impose on the Administrative Agent duties and obligations other than those set forth herein. Nothing contained in this Section 9.6 is intended to be taken except relieve the Administrative Agent from liability for its own gross negligence, bad faith negligence or its willful misconduct as determined by a finalunless any act, non-appealable judicial order omission or conduct of a court of competent jurisdiction. The the Administrative Agent shall provide each Lender with copies of such documents received from is or has been directed by the Borrower as such Lender may reasonably request. The Administrative Agent’s duties under this Agreement or any other Loan Document or any other document contemplated by this Agreement or any other Loan Document are administrative only and it may, but shall not be required under any circumstances to exercise discretion in the performance of its duties under such documentsMajority Lenders.

Responsibility of the Administrative Agent. The duties It is expressly understood and agreed that the obligations of the Administrative Agent under this Agreement hereunder are only those expressly set forth in this Agreement and shall not include by reason of this Agreement or any other Loan Document any fiduciary or trustee duties for any Lender (without limiting that the generality of the foregoing, the use of the term “agent” in this Agreement and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law – instead, 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). The Administrative Agent shall be entitled to assume that no Default or Event of Default has occurred Default, and is continuing unless it has actual knowledgeno event that, with notice, or has been notified in writing by the Borrowerlapse of time or both would, of such factif unremedied, or has been notified by a Lender in writing that such Lender considers that a Default or constitute an Event of Default Default, has occurred and is continuing, unless the Administrative Agent has actual knowledge of such fact. Except to the extent the Administrative Agent is required by the Lenders pursuant to the express terms hereof to take a specific action, the Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action or actions that it may be able to take under or in respect of, this Agreement and such Lender shall specify in detail the nature thereof in writingLoan Documents. The Administrative Agent shall not incur no liability under or in respect of this Agreement and the other Loan Documents by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it to be required genuine or authentic or to expend be signed by the proper party or risk its own funds parties, or otherwise incur any financial liability with respect to anything that it may do or refrain from doing in the performance of any reasonable exercise of its duties in this Agreement judgment, or any other Loan Document that may seem to it to be necessary or any other document contemplated by this Agreement or any other Loan Document or desirable under the exercise of any of its rights or powerscircumstances. The It is agreed among the Administrative Agent and the Lenders that the Administrative Agent shall not be required have no responsibility to qualify carry out audits or otherwise examine the books and records or properties of the Borrower or any of the Borrower's Subsidiaries, except as the Administrative Agent in any jurisdiction in which it is not presently qualifiedits sole discretion deems appropriate or unless directed to do so by the Majority Lenders. The relationship between the Administrative Agent and each Lender is and shall not be liable hereunder that of agent and principal only and nothing herein shall be construed to constitute the Administrative Agent a joint venturer with any Lender, a trustee or fiduciary for any action taken of the Lenders or omitted for the holder of a participation herein nor impose on the Administrative Agent duties and obligations other than those set forth herein. Nothing contained in this Section 9.6 is intended to be taken except relieve the Administrative Agent from liability for its own gross negligence, bad faith negligence or its willful misconduct as determined by a finalunless any act, non-appealable judicial order omission or conduct of a court of competent jurisdiction. The the Administrative Agent shall provide each Lender with copies of such documents received from is or has been directed by the Borrower as such Lender may reasonably request. The Administrative Agent’s duties under this Agreement or any other Loan Document or any other document contemplated by this Agreement or any other Loan Document are administrative only and it may, but shall not be required under any circumstances to exercise discretion in the performance of its duties under such documentsMajority Lenders.

Responsibility of the Administrative Agent. The duties (a) It is expressly understood and agreed that the obligations of the Administrative Agent under this Agreement the Loan Documents are only those expressly set forth in this Agreement and shall not include by reason of this Agreement or any other Loan Document any fiduciary or trustee duties for any Lender (without limiting the generality of the foregoing, the use of the term “agent” in this Agreement and in the other Loan Documents with reference to and that the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law – instead, 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). The Administrative Agent shall be entitled to assume that no Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of such fact or Event of has received written notice from the Borrowers or from a Bank that such Bank considers that a Default has occurred and is continuing unless it has actual knowledge, or has been notified in writing by the Borrower, of such fact, or has been notified by a Lender in writing that such Lender considers that a Default or an Event of Default has occurred and is continuing, and such Lender shall specify in detail specifying the nature thereof in writingthereof. The Banks recognize and agree that the Administrative Agent shall not be required to expend or risk its own determine independently whether the conditions described in Articles I and III have been satisfied and, in disbursing funds or otherwise incur any financial liability to the Borrowers, may rely fully upon statements contained in the performance of relevant notice. Neither the Administrative Agent nor any of its duties in this Agreement directors, officers or any other Loan Document or any other document contemplated by this Agreement or any other Loan Document or the exercise of any of its rights or powers. The Administrative Agent employees shall not be required to qualify in any jurisdiction in which it is not presently qualified. The Administrative Agent shall not be liable hereunder for any action taken or omitted to be taken by it under or in connection with the Loan Documents, except for its own gross negligence, bad faith negligence or willful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdictionmisconduct. The Administrative Agent shall provide each Lender incur no liability under or in respect of any of the Loan Documents by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with copies respect to anything that it may do or refrain from doing in the reasonable exercise of such documents received from its judgment, or that may seem to it to be necessary or desirable in the Borrower as such Lender may reasonably request. circumstances. (a) The Administrative Agent’s duties under Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any document referred to or provided for herein or for any failure by the Borrowers to perform any of their obligations hereunder. The Administrative Agent may employ agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact. (b) The relationship between the Administrative Agent and each of the Banks is only that of agent and principal and has no fiduciary aspects, and the Administrative Agent's duties hereunder are acknowledged to be only administrative and ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or elsewhere contained shall be construed to impose on the Administrative Agent any duties or responsibilities other Loan Document than those for which express provision is herein made. In performing its duties and functions hereunder, the Administrative Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation or responsibility toward or any other document contemplated relationship of agency or trust with or for the Borrowers. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or any other Loan Document are administrative only and it maycollection of the Notes), but the Administrative Agent shall not be required under any circumstances to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the performance instructions of its duties under the Majority Banks and such documentsinstructions shall be binding upon all the Banks and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or applicable law.