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

Nature of Duties; Independent Credit Investigation. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, each Security Document and any Guaranty. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of this Agreement, each Security Document or any Guaranty a fiduciary relationship in respect of any Bank; and nothing in this Agreement, any Security Document or any Guaranty, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Agreement, any Security Document or any Guaranty except as expressly set forth herein or therein. Each Bank expressly acknowledges (a) that the Agent has not made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of the Borrower or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to the Banks; (b) 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 and its Subsidiaries in connection with this Agreement, any Security Document and any Guaranty; and (c) that the 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 Agent hereunder 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 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, each Security Document and any Guarantyfunctions, responsibilities, duties, obligations, or liabilities 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, each Security Document or any Guaranty Agreement a fiduciary or trust relationship in respect of any Bank; and nothing in this Agreement, any Security Document or any Guaranty, 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, any Security Document or any Guaranty Agreement except as expressly set forth herein or thereinherein. Each Bank expressly acknowledges (ai) 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 any review of the affairs of the Borrower or any of its 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 the Banksany Bank; (bii) that it has made and will. make will 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 and its Subsidiaries Loan Parties in connection with this Agreement, any Security Document Agreement and any Guarantythe making and continuance of the Revolving Credit Loans hereunder; and (ciii) 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 Agent hereunder 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 Agents nor the Administrative Agent shall have no any duties or responsibilities except those expressly set forth in this AgreementAgreement and no implied covenants, each Security Document and any Guarantyfunctions, responsibilities, duties, obligations, or liabilities shall be read into this Agreement or otherwise exist. The duties of the Administrative Agent and of the Agents shall be mechanical and administrative in nature; neither the Administrative Agent nor the Agents shall not have by reason of this Agreement, each Security Document or any Guaranty Agreement a fiduciary or trust relationship in respect of any BankLender; and nothing in this Agreement, any Security Document or any Guaranty, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent or any Agent any obligations in respect of this Agreement, any Security Document or any Guaranty Agreement except as expressly set forth herein herein. Without limiting the generality of the foregoing, the use of the term "Agents" in this Agreement with reference to the Agents or thereinAdministrative Agent, as the case may be, 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. Each Bank Lender expressly acknowledges (ai) that neither the Administrative Agent nor any Agent has not made any representations or warranties to it and that no act by the Administrative Agent or any Agent hereafter taken, including any review of the affairs of the Borrower or any of its Subsidiariesthe Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent to the Banksany Lender; (bii) that it has made and will. make will continue to make, without reliance upon the Administrative Agent or any 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 and its Subsidiaries Loan Parties in connection with this Agreement, any Security Document Agreement and any Guarantythe making and continuance of the Term Loans hereunder; and (ciii) except as expressly provided herein, that neither the Administrative Agent nor any 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 Term Loan, the issuance of any Letter of Credit 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 Agent hereunder 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 Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, each Security Document and any Guarantythe 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, each Security Document or any Guaranty Agreement a fiduciary relationship in respect of any Bank; and nothing in this Agreement, any Security Document in the Revolving Credit Notes or any Guarantyin 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, any Security Document Agreement the Revolving Credit Notes or any Guaranty 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 thereinrelationship of agency or trust hereunder with or for the Borrower or any other person. Each Bank expressly acknowledges (ai) that the Administrative Agent has not made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including including, without limitation, any review of the affairs of the Borrower Borrower, the Parent, any Parent Subsidiary, any Acquired Company or any of its their respective Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to the Banksany Bank; (bii) 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 Borrower, the Parent, each Parent Subsidiary, each Acquired Company and its their respective Subsidiaries in connection with this Agreement, any Security Document the Revolving Credit Notes and any Guarantythe Related Documents; and (ciii) 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 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)hereunder.

Nature of Duties; Independent Credit Investigation. The Agent and the Collateral Agent shall have no duties or responsibilities except those expressly set forth in this AgreementAgreement and no implied covenants, each Security Document and any Guarantyfunctions, responsibilities, duties, obligations, or liabilities shall be read into this Agreement or otherwise exist. The duties of the Agent and the Collateral Agent shall be mechanical and administrative in nature; the Agent and the Collateral Agent shall not have by reason of this Agreement, each Security Document or any Guaranty Agreement a fiduciary or trust relationship in respect of any BankLender; and nothing in this Agreement, any Security Document or any Guaranty, expressed or implied, is intended to or shall be so construed as to impose upon the Agent or the Collateral Agent any obligations in respect of this Agreement, any Security Document or any Guaranty Agreement except as expressly set forth herein herein. Without limiting the generality of the foregoing, the use of the term "agent" in this Agreement with reference to the Agent and the Collateral Agent is not intended to connote any fiduciary or thereinother 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. Each Bank Lender expressly acknowledges (ai) that neither the Agent has not nor the Collateral Agent have made any representations or warranties to it the Lenders and that no act by the Agent or the Collateral Agent hereafter taken, including any review of the affairs of the Borrower or any of its Subsidiariesthe Borrowers, shall be deemed to constitute any representation or warranty by the Agent or the Collateral Agent to the Banksany Lender; (bii) that it has made and will. make will 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 and its Subsidiaries Borrowers in connection with this Agreement, any Security Document Agreement and any Guarantythe making and continuance of the Loans hereunder; and (ciii) except as expressly provided herein, that neither the 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 Agent hereunder 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, each Security Document and any Guarantyfunctions, responsibilities, duties, obligations, or liabilities shall be read into this Agreement or the other Loan Documents or otherwise 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, each Security Document Agreement or any Guaranty the other Loan Documents a fiduciary or trust relationship in respect of any Bank; and nothing in this Agreement, any Security Document Agreement or any Guarantythe 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, any Security Document Agreement or any Guaranty the other Loan Documents except as expressly set forth herein herein. Without limiting the generality of the foregoing, the use of the term "agent" in this Agreement and the other Loan Documents with reference to the Administrative Agent or thereinthe 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 a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Each Bank expressly acknowledges (ai) 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 any review of the affairs of the Borrower or any of its Subsidiariesthe Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Syndication Agent to the Banksany Bank; (bii) that it has made and will. make will 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 and its Subsidiaries Loan Parties in connection with this Agreement, any Security Document Agreement and any Guarantythe making and continuance of the extensions of credit hereunder; and (ciii) 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 Agent hereunder 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. (a) The Agent Agents shall have no duties or responsibilities except those expressly set forth in this AgreementAgreement or the Related Documents, each Security and no implied duties or responsibilities on the part of the Agents shall be read into this Agreement or any Related Document and any Guarantyor shall otherwise exist. The duties and responsibilities of each of the Agent Agents under this Agreement and the Related Documents shall be mechanical and administrative in nature; the Agent Agents shall not have by reason of this Agreement, each Security Document Agreement or any Guaranty of the Related Documents have a fiduciary relationship in respect of any BankBank Party; and nothing in this Agreement, any Security Document Agreement or any GuarantyRelated Document, expressed or implied, is intended to or shall be so construed as to impose upon any of the Agent Agents any obligations in respect of this Agreement, any Security Document Agreement or any Guaranty Related Document except as expressly set forth herein or therein. (b) The Agents are and shall be solely the agents of the Bank Parties. The Agents do not assume, and shall not at any time be deemed to have, any relationship of agency or trust with or for, or any other duty or responsibility to, the Borrower or any person other than the Bank Parties. The provisions of this Article IX are for the benefit of the Bank Parties (and the other persons named in Section 9.06), and the Borrower shall not have any rights under any of the provisions of this Article IX. (c) Each Bank Party expressly acknowledges (ai) that the Agent has Agents have not made any representations representation or warranties warranty to it it, and that no act by the Agent Agents heretofore or hereafter taken, including any review of the affairs of the Borrower or any of its SubsidiariesCredit Parties, shall be deemed to constitute any representation or warranty by the Agent Agents to the Banksany Bank Party; (bii) that that, independently and without reliance upon the Agents, and based upon such documents and information as it has deemed appropriate, 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 Credit Parties, and its Subsidiaries own credit and legal analysis and decision to enter into this Agreement and the Related Documents; (iii) that, independently and without reliance upon the Agents, and based upon such documents and information as it shall deem appropriate at the time, it will continue to make its own decisions to take or not take action under or in connection with this Agreement, any Security Document and any GuarantyAgreement or the Related Documents; and (civ) that the Agent Agents have and shall have no duty or responsibility, either initially or on a continuing basis, to provide any Bank it with any credit or other information, except as otherwise expressly provided herein, whether coming into its their possession before the making of any Loans or issuance of any Letters of Credit 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 Agent hereunder 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)hereafter.

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, each Security Document and any Guarantyfunctions, responsibilities, duties, obligations, or liabilities 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, each Security Document or any Guaranty Agreement a fiduciary or trust relationship in respect of any Bank; and nothing in this Agreement, any Security Document or any Guaranty, 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, any Security Document or any Guaranty Agreement except as expressly set forth herein or thereinherein. Each Bank expressly acknowledges (ai) 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 any review of the affairs of the Borrower or any of its 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 the Banksany Bank; (bii) that it has made and will. make will 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 and its Subsidiaries Loan Parties in connection with this Agreement, any Security Document Agreement and any Guarantythe making and continuance of the Loans hereunder; and (ciii) 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 Agent hereunder 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).