Common use of The Administrative Agent’s Duties Clause in Contracts

The Administrative Agent’s Duties. The Administrative Agent shall promptly forward to each Lender copies, or notify each Lender as to the contents, of all notices received from the Borrower pursuant to the terms of this Agreement and, in the event that the Borrower fails to pay when due the principal of or interest on any Loan, the Administrative Agent shall promptly give notice thereof to the Lenders. As to any other matter not expressly provided for herein, the Administrative Agent shall have no duty to act or refrain from acting with respect to the Borrower, except upon the instructions of the Required Lenders. The Administrative Agent shall not be bound by any waiver, amendment, supplement, or modification of this Agreement which affects its duties hereunder, unless it shall have given its prior written consent thereto. The Administrative Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements binding on the Borrower pursuant to this Agreement nor shall the Administrative Agent be deemed to have knowledge of the occurrence of any Default or Event of Default (other than a failure of the Borrower to pay when due the principal or interest on any Loan), unless it shall have received written notice from the Borrower or a Lender specifying such Default or Event of Default and stating that such notice is a “Notice of Default”.

The Administrative Agent’s Duties. The Administrative Agent shall promptly forward to each Lender copies, or notify each Lender as to the contents, of all notices received from the Borrower pursuant to the terms of this Agreement and, in the event that the Borrower fails to pay when due the principal of or interest on any Loan, the Administrative Agent shall promptly give notice thereof to the Lenders. As to any other matter not expressly provided for herein, the Administrative Agent shall have no duty to act or refrain from acting with respect to the Borrower, except upon the instructions of the Required Lenders; provided, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. The Administrative Agent shall not be bound by any waiver, amendment, supplement, or modification of this Agreement which affects its duties hereunder, unless it shall have given its prior written consent thereto. The Administrative Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements binding on the Borrower pursuant to this Agreement nor shall the Administrative Agent be deemed to have knowledge of the occurrence of any Default or Event of Default (other than a failure of the Borrower to pay when due the principal or interest on any Loan), unless it shall have received written notice from the Borrower or a Lender specifying such Default or Event of Default and stating that such notice is a “Notice of Default”.

The Administrative Agent’s Duties. The Administrative Agent shall promptly forward to each Lender copies, or notify each Lender as to the contents, of all notices received from the Borrower pursuant to the terms of this Agreement and, in the event that the Borrower fails to pay when due the principal of or interest on any Loan, the Administrative Agent shall promptly give notice thereof to the Lenders. As to any other matter not expressly provided for herein, the Administrative Agent shall have no duty to act or refrain from acting with respect to the Borrower, except upon the instructions of the Required Lenders. The Administrative Agent shall not be bound by any waiver, amendment, supplement, or modification of this Agreement which affects its duties hereunder, unless it shall have given its prior written consent thereto. The Administrative Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements binding on the Borrower pursuant to this Agreement nor shall the Administrative Agent be deemed to have knowledge of the occurrence of any Default or Event of Default (other than a failure of the Borrower to pay when due the principal or interest on any Loan), unless it shall have received written notice from the Borrower or a Lender specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”".

The Administrative Agent’s Duties. The Administrative Agent shall promptly forward to each Lender copies, or notify each Lender as to the contents, of all notices received from the Borrower pursuant to the terms of this Agreement and, in the event that the Borrower fails to pay when due the principal of or interest on any Loan, the Administrative Agent shall promptly give notice thereof to the Lenders. 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 and (b) the Administrative Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except as provided in Section 11.06. As to any other matter not expressly provided for herein, the Administrative Agent shall have no duty to act or refrain from acting with respect to the Borrower, except upon the instructions of the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances provided under Section 11.06); provided, that the Administrative Agent may seek clarification or direction from the Required Lenders or such other Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. The Administrative Agent shall not be bound by any waiver, amendment, supplement, or modification of this Agreement which affects its duties hereunder, unless it shall have given its prior written consent thereto. The Administrative Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements binding on the Borrower pursuant to this Agreement nor shall the Administrative Agent be deemed to have knowledge of the occurrence of any Default or Event of Default (other than a failure of the Borrower to pay when due the principal or interest on any Loan), unless it shall have received written notice from the Borrower or a Lender specifying such Default or Event of Default and stating that such notice is a “Notice of Default”.

The Administrative Agent’s Duties. The Administrative Agent shall promptly forward to each Lender copies, or notify each Lender as to the contents, of all written notices and other written communications received from the Borrower Company pursuant to the terms of this Agreement and the Notes and, in the event that the Borrower Company fails to pay when due the principal of or interest on any Loan, the Administrative Agent shall promptly give notice thereof to the Lenders. As to any other matter not expressly provided for hereinherein or therein, the Administrative Agent shall have no duty to act or refrain from acting with respect to the BorrowerCompany, except upon the instructions of the Required Lenders. The Administrative Agent shall not be bound by any waiver, amendment, supplement, or modification of this Agreement or any Note which affects its duties hereunderhereunder and thereunder, unless it shall have given its prior written consent thereto. The Administrative Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements binding on the Borrower Company pursuant to this Agreement or any Note nor shall the Administrative Agent it be deemed to have knowledge of the occurrence of any Default or Event of Default (other than a failure of the Borrower Company to pay when due the principal or interest on any Loan), unless it shall have received written notice from the Borrower Company or a Lender specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”", and promptly after its receipt of any such written notice, the Administrative Agent shall give the Company and each Lender a copy thereof.

The Administrative Agent’s Duties. The Administrative Agent shall promptly forward to each Lender Bank copies, or notify each Lender Bank as to the contents, of all notices and other communications received from the a Borrower pursuant to the terms of this Agreement and, in the event that the Borrower fails to pay when due the principal of or interest on any Loan, the Administrative Agent shall promptly give notice thereof to the LendersCredit Documents. As to any other matter not expressly provided for hereinherein or therein, the Administrative Agent shall have no duty to act or refrain from acting with respect to the a Borrower, except upon the written instructions of the Required LendersBanks. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof until it shall have received from the payee of such Note written notice of the transfer of the transfer thereof. The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Banks and, except as otherwise specifically provided for herein, such instructions and any action or inaction pursuant thereto shall be binding upon all the Banks and each subsequent holder of any Loan. The Administrative Agent shall not be bound by any waiver, amendment, supplement, or modification of this Agreement any Credit Document which affects its duties hereunderas Administrative Agent, unless it shall have given its prior written consent thereto. The Administrative Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements binding on the upon a Borrower pursuant to this Agreement any Credit Document nor shall the Administrative Agent it be deemed to have knowledge of the occurrence of any Default or Event of Default (other than a failure of the Borrower to pay when due the principal or interest on any Loan)Default, unless it shall have received written notice from the a Borrower or a Lender Bank specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”".

The Administrative Agent’s Duties. The Administrative Agent shall promptly forward to each Lender copies, or notify each Lender as to the contentscontents (whereupon, if requested by a Lender the Administrative Agent will forthwith forward a copy to such Lender), of all notices received from the Borrower pursuant to the terms of this Agreement and, in the event that the Borrower fails to pay when due the principal of or interest on any Loan, the Administrative Agent shall promptly give notice thereof to the Lenders. As to any other matter not expressly provided for herein, the Administrative Agent shall have no duty to act or refrain from acting with respect to the Borrower, except upon the instructions of the Required Lenders. The Administrative Agent shall not be bound by any waiver, amendment, supplement, or modification of this Agreement or the other Credit Documents which affects its duties hereunderhereunder and thereunder, unless it shall have given its prior written consent thereto. The Administrative Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements binding on the Borrower pursuant to this Agreement any Credit Document nor shall the Administrative Agent be deemed to have knowledge of the occurrence of any Default or Event of Default (other than a failure of the Borrower to pay when due the principal or interest on any Loan), unless it shall have received written notice from the Borrower or a Lender specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”".

The Administrative Agent’s Duties. The Administrative Agent shall promptly forward to each Lender Bank copies, or notify each Lender Bank as to the contents, of all notices and other communications received from the a Borrower pursuant to the terms of this Agreement and, in the event that the Borrower fails to pay when due the principal of or interest on any Loan, the Administrative Agent shall promptly give notice thereof to the LendersCredit Documents. As to any other matter not expressly provided for hereinherein or therein, the Administrative Agent shall have no duty to act or refrain from acting with respect to the a Borrower, except upon the written instructions of the Required LendersBanks. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof until it shall have received from the payee of such Note written notice of the transfer thereof. The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Banks and, except as otherwise specifically provided for herein, such instructions and any action or inaction pursuant thereto shall be binding upon all the Banks and each subsequent holder of any Loan. The Administrative Agent shall not be bound by any waiver, amendment, supplement, or modification of this Agreement any Credit Document which affects its duties hereunderas Administrative Agent, unless it shall have given its prior written consent thereto. The Administrative Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements binding on the upon a Borrower pursuant to this Agreement any Credit Document, nor shall the Administrative Agent it be deemed to have knowledge of the occurrence of any Default or Event of Default (other than a failure of the Borrower to pay when due the principal or interest on any Loan)Default, unless it shall have received written notice from the a Borrower or a Lender Bank specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”".

The Administrative Agent’s Duties. The Administrative Agent shall promptly forward to each Lender copies, or notify each Lender as to the contents, of all notices received from the Borrower pursuant to the terms of this Agreement and, in the event that the Borrower fails to pay when due the principal of or interest on any Loan, the Administrative Agent shall promptly give notice thereof to the Lenders. As to any other matter not expressly provided for herein, the Administrative Agent shall have no duty to act or refrain from acting with respect to the Borrower, except upon the instructions of the Required Lenders. The Administrative Agent shall not be bound by any waiver, amendment, supplement, or modification of this Agreement which affects its duties hereunder, unless it shall have given its prior written consent thereto. The Administrative Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements binding on the Borrower pursuant to this Agreement nor shall the Administrative Agent be deemed to have knowledge of the occurrence of any Default or Event of Default (other than a failure of the Borrower to pay when due the principal or interest on any Loan), unless it shall have received written notice from the Borrower or a Lender specifying such Default or Event of Default and stating that such notice is a “Notice of Default”.. Section 9.03

The Administrative Agent’s Duties. The Administrative Agent shall promptly forward to each Lender Bank copies, or notify each Lender Bank as to the contents, of all notices and other communications received from the a Borrower pursuant to the terms of this Agreement and, in the event that the Borrower fails to pay when due the principal of or interest on any Loan, the Administrative Agent shall promptly give notice thereof to the LendersCredit Documents. As to any other matter not expressly provided for hereinherein or therein, the Administrative Agent shall have no duty to act or refrain from acting with respect to the a Borrower, except upon the written instructions of the Required LendersBanks. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof until it shall have received from the payee of such Note written notice of the transfer thereof. The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Banks and, except as otherwise specifically provided for herein, such instructions and any action or inaction pursuant thereto shall be binding upon all the Banks and each subsequent holder of any Loan. The Administrative Agent shall not be bound by any waiver, amendment, supplement, or modification of this Agreement any Credit Document which affects its duties hereunderas Administrative Agent, unless it shall have given its prior written consent thereto. The Administrative Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements binding on the upon a Borrower pursuant to this Agreement any Credit Document, nor shall the Administrative Agent it be deemed to have knowledge of the occurrence of any Default or Event of Default (other than a failure of the Borrower to pay when due the principal or interest on any Loan)Default, unless it shall have received written notice from the a Borrower or a Lender Bank specifying such Default or Event of Default and stating that such notice is a “Notice of Default”.

The Administrative Agent’s Duties. The Administrative Agent shall promptly forward to each Lender Bank copies, or notify each Lender Bank as to the contents, of all notices and other communications received from the Borrower Company pursuant to the terms of this Agreement and the Notes and, in the event that the Borrower Company fails to pay when due the principal of or interest on any Loan, the Administrative Agent shall promptly give notice thereof to the LendersBanks. As to any other matter not expressly provided for hereinherein or therein, the Administrative Agent shall have no duty to act or refrain from acting with respect to the BorrowerCompany, except upon the instructions of the Required LendersBanks. The Administrative Agent shall not be bound by any waiver, amendment, supplement, or modification of this Agreement or any Note which affects its duties hereunderhereunder and thereunder, unless it shall have given its prior written consent thereto. The Administrative Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements binding on the Borrower Company pursuant to this Agreement or any Note nor shall the Administrative Agent it be deemed to have knowledge of the occurrence of any Default or Event of Default (other than a failure of the Borrower Company to pay when due the principal or interest on any Loan), unless it shall have received written notice from the Borrower Company or a Lender Bank specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”".

The Administrative Agent’s Duties. The Administrative Agent and Collateral Agent shall promptly forward to each Lender copies, or notify each Lender as to the contents, of all notices received from the Borrower pursuant to the terms of this Agreement or the Credit Documents and, in the event that the Borrower fails to pay when due the principal of or interest on any Loan, the Administrative Agent shall promptly give notice thereof to the Lenders. As to any other matter not expressly provided for hereinherein or under the other Credit Documents, the Administrative Agent and Collateral Agent shall have no duty to act or refrain from acting with respect to the Borrower, except upon the instructions of the Required Lenders. The Administrative Agent and Collateral Agent shall not be bound by any waiver, amendment, supplement, or modification of this Agreement or the other Credit Documents which affects its duties hereunderhereunder and thereunder, unless it shall have given its prior written consent thereto. The Administrative Agent and Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements binding on the Borrower pursuant to this Agreement any Credit Document nor shall the Administrative Agent or Collateral Agent be deemed to have knowledge of the occurrence of any Default or Event of Default (other than a failure of the Borrower to pay when due the principal or interest on any Loan), unless it shall have received written notice from the Borrower or a Lender specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”".