Common use of Nature of Duties; Independent Credit Investigation Clause in Contracts

Nature of Duties; Independent Credit Investigation. The Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, the Revolving Credit Notes or in the Related Documents. The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Bank; and nothing in this Agreement, in the Revolving Credit Notes or in the Related Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement the Revolving Credit Notes or the Related Documents except as expressly set forth herein and therein. In performing its functions and duties under this Agreement, the Revolving Credit Notes and the Related Documents the Administrative Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust hereunder with or for the Borrower or any other person. Each Bank expressly acknowledges (i) that the Administrative Agent has not made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including, without limitation, any review of the affairs of the Borrower, the Parent, any Parent Subsidiary, any Acquired Company or any of their respective Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Bank; (ii) that it has made and will make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Borrower, the Parent, each Parent Subsidiary, each Acquired Company and their respective Subsidiaries in connection with this Agreement, the Revolving Credit Notes and the Related Documents; and (iii) that the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Bank with any credit or other information, whether coming into its possession before the making of any Loans hereunder or at any time or times thereafter, except for notices, reports or other information, if any, expressly required to be furnished to the Banks by the Administrative Agent hereunder.

Nature of Duties; Independent Credit Investigation. The Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, the Revolving Credit Notes or in the Related Documentseach Security Document and any Guaranty. The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement Agreement, each Security Document or any Guaranty a fiduciary relationship in respect of any Bank; and nothing in this Agreement, in the Revolving Credit Notes any Security Document or in the Related Documentsany Guaranty, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement the Revolving Credit Notes Agreement, any Security Document or the Related Documents any Guaranty except as expressly set forth herein and or therein. In performing its functions and duties under this Agreement, the Revolving Credit Notes and the Related Documents the Administrative Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust hereunder with or for the Borrower or any other person. Each Bank expressly acknowledges (ia) that the Administrative Agent has not made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including, without limitation, including any review of the affairs of the Borrower, the Parent, any Parent Subsidiary, any Acquired Company Borrower or any of their respective its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Bankthe Banks; (iib) that it has made and will will. make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Borrower, the Parent, each Parent Subsidiary, each Acquired Company Borrower and their respective its Subsidiaries in connection with this Agreement, the Revolving Credit Notes any Security Document and the Related Documentsany Guaranty; and (iiic) that the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Bank with any credit or other information, whether coming into its possession before the making of any Loans hereunder or at any time or times thereafter, except for notices, reports or other information, if any, expressly required to be furnished to the Banks by the Administrative Agent hereunderhereunder or under any Security Document or any Guaranty and except for delivering to the Banks copies of the materials which this Agreement requires the Borrower to deliver to the Agent "in a sufficient number of copies for each Bank to receive one" (or similar language).

Nature of Duties; Independent Credit Investigation. The Neither the Administrative Agent nor the Syndication Agent shall have no any duties or responsibilities except those expressly set forth in this AgreementAgreement and the other Loan Documents and no implied covenants, functions, responsibilities, duties, obligations, or liabilities shall be read into this Agreement or the Revolving Credit Notes other Loan Documents or in the Related Documentsotherwise exist. The duties of the Administrative Agent and the Syndication Agent shall be mechanical and administrative in nature; neither the Administrative Agent nor the Syndication Agent shall not have by reason of this Agreement or the other Loan Documents a fiduciary or trust relationship in respect of any Bank; and nothing in this Agreement, in Agreement or the Revolving Credit Notes or in the Related other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent or the Syndication Agent any obligations in respect of this Agreement the Revolving Credit Notes or the Related other Loan Documents except as expressly set forth herein and thereinherein. In performing its functions and duties under this AgreementWithout limiting the generality of the foregoing, the Revolving Credit Notes use of the term "agent" in this Agreement and the Related other Loan Documents with reference to the Administrative Agent shall act solely or the Syndication 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 agent a matter of the Banks market custom, and does not assume and shall not be deemed is intended to have assumed any obligation toward create or reflect only an administrative relationship of agency or trust hereunder with or for the Borrower or any other personbetween independent contracting parties. Each Bank expressly acknowledges (i) that neither the Administrative Agent has not nor the Syndication Agent have made any representations or warranties to it and that no any act by the Administrative Agent or the Syndication Agent hereafter taken, including, without limitation, including any review of the affairs of the Borrower, the Parent, any Parent Subsidiary, any Acquired Company or any of their respective Subsidiariesthe Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Syndication Agent to any Bank; (ii) that it has made and will make continue to make, without reliance upon the Administrative Agent or the Syndication Agent, its own independent investigation of the financial condition and affairs, affairs and its own appraisal of the creditworthiness, creditworthiness of each of the Borrower, the Parent, each Parent Subsidiary, each Acquired Company and their respective Subsidiaries Loan Parties in connection with this Agreement, the Revolving Credit Notes Agreement and the Related Documentsmaking and continuance of the extensions of credit hereunder; and (iii) except as expressly provided herein, that neither the Administrative Agent nor the Syndication Agent shall have no any duty or responsibility, either initially or on a continuing basis, to provide any Bank with any credit or other informationinformation with respect thereto, whether coming into its possession before the making of any Loans hereunder extension or at any time or times thereafter, except for notices, reports or other information, if any, expressly required to be furnished to the Banks by the Administrative Agent hereunder.

Nature of Duties; Independent Credit Investigation. The Documentation Agent, the Administrative Agent, the Managing Agents and the Syndication Agent shall have no duties or responsibilities except those expressly set forth in this AgreementAgreement and no implied covenants, the Revolving Credit Notes functions, responsibilities, duties, obligations, or in the Related Documentsliabilities shall be read into this Agreement or otherwise exist. The duties of the Administrative Agent shall be mechanical and administrative in nature; . The Documentation Agent, the Administrative Agent, the Managing Agents and the Syndication Agent shall not have by reason of this Agreement a fiduciary or trust relationship in respect of any Bank; and nothing in this Agreement, in the Revolving Credit Notes or in the Related Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Documentation Agent, the Administrative Agent, the Managing Agents or the Syndication Agent any obligations in respect of this Agreement the Revolving Credit Notes or the Related Documents except as expressly set forth herein and therein. In performing its functions and duties under this Agreement, the Revolving Credit Notes and the Related Documents the Administrative Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust hereunder with or for the Borrower or any other personherein. Each Bank expressly acknowledges (i) that the Documentation Agent, the Administrative Agent, the Managing Agents and the Syndication Agent has have not made any representations or warranties to it and that no act by the Documentation Agent, any Managing Agent, the Syndication Agent or the Administrative Agent hereafter taken, including, without limitation, including any review of the affairs of the Borrower, the Parent, any Parent Subsidiary, any Acquired Company or any of their respective Subsidiariesthe Loan Parties, shall be deemed to constitute any representation or warranty by the Documentation Agent, any Managing Agent, the Syndication Agent or the Administrative Agent to any Bank; (ii) that it has made and will make continue to make, without reliance upon the Documentation Agent, the Administrative Agent, the Managing Agents and the Syndication Agent, its own independent investigation of the financial condition and affairs, affairs and its own appraisal of the creditworthiness, creditworthiness of each of the Borrower, the Parent, each Parent Subsidiary, each Acquired Company and their respective Subsidiaries Loan Parties in connection with this Agreement, Agreement and the making and continuance of the Revolving Credit Notes and the Related DocumentsLoans hereunder; and (iii) except as expressly provided herein, that the Documentation Agent, the Managing Agents, the Syndication Agent and the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Bank with any credit or other informationinformation with respect thereto, whether coming into its possession before the making of any Loans hereunder Revolving Credit Loan or at any time or times thereafter, except for notices, reports or other information, if any, expressly required to be furnished to the Banks by the Administrative Agent hereunder.

Nature of Duties; Independent Credit Investigation. The Documentation Agent, the Administrative Agent, the Managing Agents and the Syndication Agent shall have no duties or responsibilities except those expressly set forth in this AgreementAgreement and no implied covenants, the Revolving Credit Notes functions, responsibilities, duties, obligations, or in the Related Documentsliabilities shall be read into this Agreement or otherwise exist. The duties of the Administrative Agent shall be mechanical and administrative in nature; . The Documentation Agent, the Administrative Agent, the Managing Agents and the Syndication Agent shall not have by reason of this Agreement a fiduciary or trust relationship in respect of any Bank; and nothing in this Agreement, in the Revolving Credit Notes or in the Related Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Documentation Agent, the Administrative Agent, the Managing Agents or the Syndication Agent any obligations in respect of this Agreement the Revolving Credit Notes or the Related Documents except as expressly set forth herein and therein. In performing its functions and duties under this Agreement, the Revolving Credit Notes and the Related Documents the Administrative Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust hereunder with or for the Borrower or any other personherein. Each Bank expressly acknowledges (i) that the Documentation Agent, the Administrative Agent, the Managing Agents and the Syndication Agent has have not made any representations or warranties to it and that no act by the Documentation Agent, any Managing Agent, the Syndication Agent or the Administrative Agent hereafter taken, including, without limitation, including any review of the affairs of the Borrower, the Parent, any Parent Subsidiary, any Acquired Company or any of their respective Subsidiariesthe Loan Parties, shall be deemed to constitute any representation or warranty by the Documentation Agent, any Managing Agent, the Syndication Agents or the Administrative Agent to any Bank; (ii) that it has made and will make continue to make, without reliance upon the Documentation Agent, the Administrative Agent, the Managing Agents and the Syndication Agent, its own independent investigation of the financial condition and affairs, affairs and its own appraisal of the creditworthiness, creditworthiness of each of the Borrower, the Parent, each Parent Subsidiary, each Acquired Company and their respective Subsidiaries Loan Parties in connection with this Agreement, the Revolving Credit Notes Agreement and the Related Documentsmaking and continuance of the Loans hereunder; and (iii) except as expressly provided herein, that the Documentation Agent, the Managing Agents, the Syndication Agent and the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Bank with any credit or other informationinformation with respect thereto, whether coming into its possession before the making of any Loans hereunder Loan or at any time or times thereafter, except for notices, reports or other information, if any, expressly required to be furnished to the Banks by the Administrative Agent hereunder.

Nature of Duties; Independent Credit Investigation. The Administrative Agent and the Collateral Agent shall have no duties or responsibilities except those expressly set forth in this AgreementAgreement and no implied covenants, the Revolving Credit Notes functions, responsibilities, duties, obligations, or in the Related Documentsliabilities shall be read into this Agreement or otherwise exist. The duties of the Administrative Agent and the Collateral Agent shall be mechanical and administrative in nature; the Administrative Agent and the Collateral Agent shall not have by reason of this Agreement a fiduciary or trust relationship in respect of any BankLender; and nothing in this Agreement, in the Revolving Credit Notes or in the Related Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent or the Collateral Agent any obligations in respect of this Agreement the Revolving Credit Notes or the Related Documents except as expressly set forth herein and thereinherein. In performing its functions and duties under this AgreementWithout limiting the generality of the foregoing, the Revolving Credit Notes use of the term "agent" in this Agreement with reference to the Agent and the Related Documents the Administrative Collateral Agent shall act solely 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 agent a matter of the Banks market custom, and does not assume and shall not be deemed is intended to have assumed any obligation toward create or reflect only an administrative relationship of agency or trust hereunder with or for the Borrower or any other personbetween independent contracting parties. Each Bank Lender expressly acknowledges (i) that neither the Administrative Agent has not nor the Collateral Agent have made any representations or warranties to it the Lenders and that no act by the Administrative Agent or the Collateral Agent hereafter taken, including, without limitation, including any review of the affairs of the Borrower, the Parent, any Parent Subsidiary, any Acquired Company or any of their respective Subsidiariesthe Borrowers, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Collateral Agent to any BankLender; (ii) that it has made and will make continue to make, without reliance upon the Agent or the Collateral Agent, its own independent investigation of the financial condition and affairs, affairs and its own appraisal of the creditworthiness, creditworthiness of each of the Borrower, the Parent, each Parent Subsidiary, each Acquired Company and their respective Subsidiaries Borrowers in connection with this Agreement, the Revolving Credit Notes Agreement and the Related Documentsmaking and continuance of the Loans hereunder; and (iii) except as expressly provided herein, that neither the Administrative Agent nor the Collateral Agent shall have no any duty or responsibility, either initially or on a continuing basis, to provide any Bank Lender with any credit or other informationinformation with respect thereto, whether coming into its possession before the making of any Loans hereunder Loan or at any time or times thereafter, except for notices, reports or other information, if any, expressly required to be furnished to the Banks by the Administrative Agent hereunder.