Common use of Duties of Administrative Agent Clause in Contracts

Duties of Administrative Agent. (a) Each Holder hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement or any other Transaction Document. Each Holder hereby acknowledges and agrees that the Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein and in the other Transaction Documents. The Administrative Agent shall not have or be deemed to have any fiduciary relationship with any Holder or any other Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing, the use of the term “agent” herein and in the other Transaction 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 permissive authorizations, entitlements, powers and rights (including the right to request that any Guarantor, the Company or any Restricted Subsidiary take an action or deliver a document and the exercise of remedies following an Event of Default) granted to the Administrative Agent herein shall not be construed as duties. The Administrative Agent shall not have any responsibility for interest or income on any funds held by it hereunder and any funds so held shall be held un-invested pending distribution thereof. Whether or not explicitly set forth therein, the rights, powers, protections, immunities and indemnities granted to the Administrative Agent herein shall apply to any document entered into by the Administrative Agent in connection with its role as Administrative Agent under the Transaction Documents. Except to the extent expressly provided otherwise herein, the Required Holders shall have the right to direct the Administrative Agent in all matters concerning the Transaction Documents.

Duties of Administrative Agent. (a) Each Holder hereby irrevocably appoints, designates and authorizes the Administrative Agent agrees with each Lender that it will exercise and give the same care and attention to take each LC as it gives to its other letters of credit, and Administrative Agent's sole liability to each Lender with respect to such action on its behalf under LCs (OTHER THAN liability arising from the provisions gross negligence or willful misconduct of this Agreement and Administrative Agent) shall be to distribute promptly to each other Transaction Document and Lender who has acquired a participating interest therein such Lender's ratable portion of any payments made to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement or any other Transaction DocumentBorrower pursuant to SECTION 2.2(c). Each Holder hereby acknowledges Lender and agrees that the Administrative Agent shall not have Borrower agree that, in paying any duties or responsibilities except those expressly set forth herein and in the other Transaction Documents. The Administrative Agent shall not have or be deemed to have draw under any fiduciary relationship with any Holder or any other PersonLC, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing, the use of the term “agent” herein and in the other Transaction 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 permissive authorizations, entitlements, powers and rights (including the right to request that any Guarantor, the Company or any Restricted Subsidiary take an action or deliver a document and the exercise of remedies following an Event of Default) granted to the Administrative Agent herein shall not be construed as duties. The Administrative Agent shall not have any responsibility for interest to obtain any document (OTHER THAN any documents required by the respective LC) or income on any funds held by it hereunder and any funds so held shall be held un-invested pending distribution thereof. Whether to ascertain or not explicitly set forth therein, the rights, powers, protections, immunities and indemnities granted inquire as to the validity or accuracy of any such document or the authority of the Person delivering any such document. The Credit Parties and their respective Representatives shall not be liable to any other Credit Party or any Obligor for the use which may be made of any LC or for any acts or omissions of any beneficiary thereof in connection therewith. Any action, inaction, error, delay, or omission taken or suffered by Administrative Agent herein shall apply to or any document entered into by the Administrative Agent of its Representatives under or in connection with its role any LC, the draws, drafts, or documents relating thereto, or the transmission, dispatch, or delivery of any message or advice related thereto, if in good faith and in conformity with such Laws as Administrative Agent under or any of its Representatives may deem applicable and in accordance with the Transaction Documents. Except to standards of care specified in the extent expressly provided otherwise hereinUNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS issued by the International Chamber of Commerce, as in effect on the Required Holders date of issue of such LC, shall have be binding upon Obligors and the right to direct the Credit Parties and shall not place Administrative Agent or any of its Representatives under any resulting liability to any Credit Party or any Obligor. Any action taken or omitted to be taken by Administrative Agent under or in all matters concerning connection with any LC if taken or omitted in the Transaction Documentsabsence of gross negligence or wilful misconduct shall not create for Administrative Agent any resulting liability to any Credit Party or any Obligor.

Duties of Administrative Agent. (a) Each Holder hereby irrevocably appoints, designates and authorizes the Administrative Agent agrees with each Lender that it will exercise and give the same care and attention to take each LC as it gives to its other letters of credit, and Administrative Agent's sole liability to each Lender with respect to such action on its behalf under LCs (other than liability arising from the provisions gross negligence or willful misconduct of this Agreement and Administrative Agent) shall be to distribute promptly to each other Transaction Document and Lender who has acquired a participating interest therein such Lender's ratable portion of any payments made to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement or any other Transaction DocumentBorrower pursuant to SECTION 2.2(C). Each Holder hereby acknowledges Lender and agrees that the Administrative Agent shall not have Borrower agree that, in paying any duties or responsibilities except those expressly set forth herein and in the other Transaction Documents. The Administrative Agent shall not have or be deemed to have draw under any fiduciary relationship with any Holder or any other PersonLC, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing, the use of the term “agent” herein and in the other Transaction 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 permissive authorizations, entitlements, powers and rights (including the right to request that any Guarantor, the Company or any Restricted Subsidiary take an action or deliver a document and the exercise of remedies following an Event of Default) granted to the Administrative Agent herein shall not be construed as duties. The Administrative Agent shall not have any responsibility for interest to obtain any document (other than any documents required by the respective LC) or income on any funds held by it hereunder and any funds so held shall be held un-invested pending distribution thereof. Whether to ascertain or not explicitly set forth therein, the rights, powers, protections, immunities and indemnities granted inquire as to the validity or accuracy of any such document or the authority of the Person delivering any such document. The Credit Parties and their respective Representatives shall not be liable to any other Credit Party or any Obligor for the use which may be made of any LC or for any acts or omissions of any beneficiary thereof in connection therewith. Any action, inaction, error, delay, or omission taken or suffered by Administrative Agent herein shall apply to or any document entered into by the Administrative Agent of its Representatives under or in connection with its role any LC, the draws, drafts, or documents relating thereto, or the transmission, dispatch, or delivery of any message or advice related thereto, if in good faith and in conformity with such Legal Requirements as Administrative Agent under or any of its Representatives may deem applicable and in accordance with the Transaction Documents. Except to standards of care specified in the extent expressly provided otherwise hereinUniform Customs and Practice for Documentary Credits issued by the International Chamber of Commerce, as in effect on the Required Holders date of issue of such LC, shall have be binding upon Obligors and the right to direct the Credit Parties and shall not place Administrative Agent or any of its Representatives under any resulting liability to any Credit Party or any Obligor. Any action taken or omitted to be taken by Administrative Agent under or in all matters concerning connection with any LC if taken or omitted in the Transaction Documentsabsence of gross negligence or willful misconduct shall not create for Administrative Agent any resulting liability to any Credit Party or any Obligor.

Duties of Administrative Agent. (a) Each Holder hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement or any other Transaction Document. Each Holder hereby acknowledges and agrees that the The Administrative Agent shall not have any duties or responsibilities obligations except those expressly set forth herein and in the other Transaction Loan Documents. The Administrative Agent shall not have or be deemed to have any fiduciary relationship with any Holder or any other Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing, the use of the term “agent” herein and in the other Transaction Documents with reference to (a) the Administrative Agent is shall not intended be subject to connote any fiduciary or other implied (or express) obligations arising under agency doctrine duties, regardless of any applicable law. Instead, such term is used merely as whether a matter of market custom, Default has occurred and is intended to create or reflect only an administrative relationship between independent contracting parties. The permissive authorizationscontinuing, entitlements, powers and rights (including the right to request that any Guarantor, the Company or any Restricted Subsidiary take an action or deliver a document and the exercise of remedies following an Event of Defaultb) granted to the Administrative Agent herein shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.2), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be construed liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as dutiesAdministrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not have be liable for any responsibility for interest action taken or income on any funds held not taken by it hereunder and any funds so held with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be held un-invested pending distribution thereofnecessary under the circumstances as provided in Section 9.2) or in the absence of its own gross negligence or willful misconduct. Whether or The Administrative Agent shall be deemed not explicitly set forth therein, the rights, powers, protections, immunities to have knowledge of any Default unless and indemnities granted until written notice thereof is given to the Administrative Agent herein shall apply to any document entered into by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with its role as Administrative Agent under any Loan Document, (ii) the Transaction Documents. Except contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the extent expressly provided otherwise herein, the Required Holders shall have the right to direct the Administrative Agent in all matters concerning the Transaction DocumentsAgent.

Duties of Administrative Agent. (a) Each Holder hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement or any other Transaction Document. Each Holder hereby acknowledges and agrees that the The Administrative Agent shall not have any duties or responsibilities obligations except those expressly set forth herein and in the other Transaction Documents. The Administrative Agent shall not have or be deemed to have any fiduciary relationship with any Holder or any other Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Administrative Agentherein. Without limiting the generality of the foregoing, the use of the term “agent” herein and in the other Transaction Documents with reference to (a) the Administrative Agent is shall not intended be subject to connote any fiduciary or other implied (or express) obligations arising under agency doctrine duties, regardless of any applicable law. Instead, such term is used merely as whether a matter of market custom, Default has occurred and is intended to create or reflect only an administrative relationship between independent contracting parties. The permissive authorizationscontinuing, entitlements, powers and rights (including the right to request that any Guarantor, the Company or any Restricted Subsidiary take an action or deliver a document and the exercise of remedies following an Event of Defaultb) granted to the Administrative Agent herein shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.01), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be construed liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as dutiesAdministrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not have be liable for any responsibility for interest action taken or income on any funds held not taken by it hereunder and any funds so held with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be held un-invested pending distribution thereofnecessary under the circumstances as provided in Section 9.01) or in the absence of its own gross negligence or willful misconduct. Whether or The Administrative Agent shall be deemed not explicitly set forth therein, the rights, powers, protections, immunities to have knowledge of any Default unless and indemnities granted until written notice thereof is given to the Administrative Agent herein shall apply to any document entered into by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with its role as Administrative Agent under this Agreement, (ii) the Transaction Documents. Except contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the 85 performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the extent expressly provided otherwise herein, the Required Holders shall have the right to direct the Administrative Agent in all matters concerning the Transaction DocumentsAgent.

Duties of Administrative Agent. (a) Each Holder hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement or any other Transaction Document. Each Holder hereby acknowledges and agrees that the Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein and in the other Transaction Documents. The Administrative Agent shall not have or be deemed to have any fiduciary relationship with any Holder or any other Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing, the use of the term “"agent” " herein and in the other Transaction 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 permissive authorizations, entitlements, powers and rights (including the right to request that any Guarantor, the Company or any Restricted Subsidiary take an action or deliver a document and the exercise of remedies following an Event of Default) granted to the Administrative Agent herein shall not be construed as duties. The Administrative Agent shall not have any responsibility for interest or income on any funds held by it hereunder and any funds so held shall be held un-invested pending distribution thereof. Whether or not explicitly set forth therein, the rights, powers, protections, immunities and indemnities granted to the Administrative Agent herein shall apply to any document entered into by the Administrative Agent in connection with its role as Administrative Agent under the Transaction Documents. Except to the extent expressly provided otherwise herein, the Required Holders shall have the right to direct the Administrative Agent in all matters concerning the Transaction Documents.

Duties of Administrative Agent. (a) Each Holder hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement or any other Transaction Document. Each Holder hereby acknowledges and agrees that the The Administrative Agent shall not have any duties or responsibilities obligations except those expressly set forth herein and in the other Transaction Documents. The Administrative Agent shall not have or be deemed to have any fiduciary relationship with any Holder or any other Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Administrative Agentherein. Without limiting the generality of the foregoing, the use of the term “agent” herein and in the other Transaction Documents with reference to (a) the Administrative Agent is shall not intended be subject to connote any fiduciary or other implied (or express) obligations arising under agency doctrine duties, regardless of any applicable law. Instead, such term is used merely as whether a matter of market custom, Default has occurred and is intended to create or reflect only an administrative relationship between independent contracting parties. The permissive authorizationscontinuing, entitlements, powers and rights (including the right to request that any Guarantor, the Company or any Restricted Subsidiary take an action or deliver a document and the exercise of remedies following an Event of Defaultb) granted to the Administrative Agent herein shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.01), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be construed liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as dutiesAdministrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not have be liable for any responsibility for interest action taken or income on any funds held not taken by it hereunder and any funds so held with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be held un-invested pending distribution thereofnecessary under the circumstances as provided in Section 9.01) or in the absence of its own gross negligence or willful misconduct. Whether or The Administrative Agent shall be deemed not explicitly set forth therein, the rights, powers, protections, immunities to have knowledge of any Default unless and indemnities granted until written notice thereof is given to the Administrative Agent herein shall apply to any document entered into by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with its role as Administrative Agent under this Agreement, (ii) the Transaction Documents. Except contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the extent expressly provided otherwise herein, the Required Holders shall have the right to direct the Administrative Agent in all matters concerning the Transaction DocumentsAgent.