Common use of No Responsibility for Loans, Recitals, etc Clause in Contracts

No Responsibility for Loans, Recitals, etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (i) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (iii) the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith. Except as otherwise specifically provided herein, the Administrative Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by the Borrower to the Administrative Agent at such time, but is voluntarily furnished by the Borrower to the Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity). Notwithstanding anything to the contrary herein, Administrative Agent shall make available promptly after the Agreement Execution Date to any Lender copies of all Loan Documents in its possession which are requested by any such Lender. Administrative Agent shall also furnish to all Lenders promptly after such items are available in final form copies of Default notices issued to the Borrower, amendments to any Loan Documents being proposed by the Administrative Agent or the Borrower, financial statements of the Borrower required hereunder, compliance certificates from the Borrower required by this Agreement or any other notice or communication from the Borrower specifically relating to this Agreement which is actually received by the Administrative Agent. Promptly after the Administrative Agent has actual knowledge of the occurrence of a Default hereunder, the Administrative Agent shall so notify the Lenders.

No Responsibility for Loans, Recitals, etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (ia) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (iib) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (iiic) the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered solely to the Administrative Agent; (d) the existence or possible existence of any Event of Default or Unmatured Event of Default; (ive) the validity, effectiveness enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any Collateral; or (g) the financial condition of the Borrower or any guarantor of any of the Obligations or of any of the Borrower's or any such guarantor's respective Subsidiaries. Except as otherwise specifically provided herein, the The Administrative Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by the Borrower to the Administrative Agent at such time, but is voluntarily furnished by the Borrower to the Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity). Notwithstanding anything to the contrary Except as expressly set forth herein, Administrative Agent shall make available promptly after the Agreement Execution Date to any Lender copies of all Loan Documents in its possession which are requested by any such Lender. Administrative Agent shall also furnish to all Lenders promptly after such items are available in final form copies of Default notices issued to the Borrower, amendments to any Loan Documents being proposed by the Administrative Agent or the Borrower, financial statements of the Borrower required hereunder, compliance certificates from the Borrower required by this Agreement or any other notice or communication from the Borrower specifically relating to this Agreement which is actually received by the Administrative Agent. Promptly after the Administrative Agent has actual knowledge of the occurrence of a Default hereunder, the Administrative Agent shall so notify not have any duty to disclose, and shall not be liable for the Lendersfailure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the Administrative Agent in such capacity or any Affiliate thereof in any capacity.

No Responsibility for Loans, Recitals, etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (i) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (iii) the satisfaction of any condition specified in Article ARTICLE IV, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith. Except as otherwise specifically provided herein, the Administrative Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by the Borrower to the Administrative Agent at such time, but is voluntarily furnished by the Borrower to the Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity). Notwithstanding anything to the contrary herein, Administrative Agent shall make available promptly after the Agreement Execution Date to any Lender copies of all Loan Documents in its possession which are requested by any such Lender. Administrative Agent shall also furnish to all Lenders promptly after such items are available in final form copies of Default notices issued to the Borrower, amendments to any Loan Documents being proposed by the Administrative Agent or the Borrower, financial statements of the Borrower required hereunder, compliance certificates from the Borrower required by this Agreement or any other notice or communication from the Borrower specifically relating to this Agreement which is actually received by the Administrative Agent. Promptly after the Administrative Agent has actual knowledge of the occurrence of a Default hereunder, the Administrative Agent shall so notify the Lenders.

No Responsibility for Loans, Recitals, etc. Neither the Administrative Agent nor any Agent nor any of its the directors, officers, agents or employees of the Administrative Agent or any Agent shall be responsible for or have any duty to ascertain, inquire into, or verify (ia) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder or any issuance, amendment or extension of a Facility Letter of Credit hereunder; (iib) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (iiic) the satisfaction of any condition specified in Article IVV, except receipt of items required to be delivered to the Administrative Agent; (d) except as otherwise provided in this Article XI, the existence or possible existence of any Default or Unmatured Default; (ive) the validity, effectiveness enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith. Except as otherwise specifically provided herein; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the financial condition of the Borrower, the Company or any other Loan Party or their respective Subsidiaries. The Administrative Agent shall promptly disclose to the Lenders all information furnished by the Borrower or the Company pursuant to the requirements of this Agreement but shall have no duty to disclose to the Lenders information that is not required to be furnished by the Borrower or the Company to the Administrative Agent at such time, but that is voluntarily furnished by the Borrower or the Company to the Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity). Notwithstanding anything to the contrary contained herein, Administrative Agent shall make available promptly after the date of this Agreement Execution Date to any Lender copies of all Loan Documents in its possession which are requested by any such Lender. Administrative Agent shall also furnish to all Lenders promptly after such items are available in final form copies of any notices of an Unmatured Default notices or Default issued to the Borrower, amendments to any Loan Documents being proposed by the Administrative Agent or the Borrower, to Borrower and copies of financial statements of the Borrower required hereunder, and compliance certificates from the Borrower required by this Agreement or any other notice or communication from the Borrower specifically relating to this Agreement which is actually that are received by the Administrative Agent. Promptly after the Administrative Agent has actual knowledge of the occurrence of a Default hereunder, the Administrative Agent shall so notify from Borrower (and not furnished directly by Borrower to the Lenders).

No Responsibility for Loans, Recitals, etc. Neither the Administrative Agent, the Fronting Agent, the Syndication Agent, any Documentation Agent nor any of its their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, into or verify (i) any statement, warranty or representation made by any other Person in connection with any Loan Document or any borrowing extension of credit hereunder; (ii) the performance or observance of any of the covenants or agreements of any obligor other Person under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (iii) the satisfaction of any condition specified in Article IV5, except receipt of items required to be delivered to the Administrative Agent or the Fronting Agent, as applicable; or (iv) the due execution, legality, validity, effectiveness enforceability (other than its own execution and delivery), genuineness, sufficiency or genuineness value of, or the perfection or priority of any Loan Document lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or writing document furnished in connection therewithpursuant hereto. Except as otherwise specifically provided hereinNeither the Administrative Agent, the Administrative Fronting Agent, the Syndication Agent nor any Documentation Agent shall have no any duty to disclose to the Lenders information that is not required to be furnished by the a Borrower to the Administrative Agent or the Fronting Agent at such time, but is voluntarily furnished by the any Borrower to the Administrative Agent, the Fronting Agent, the Syndication Agent or any Documentation Agent (either in its capacity as Administrative Agent, the Fronting Agent, Syndication Agent or Documentation Agent, as the case may be, or in its individual capacity). Notwithstanding anything to Neither the contrary hereinSyndication Agent, Administrative Agent shall make available promptly after the Agreement Execution Date to any Lender copies of all Loan Documents in its possession which are requested by any such Lender. Administrative Agent shall also furnish to all Lenders promptly after such items are available in final form copies of Default notices issued to the Borrower, amendments to any Loan Documents being proposed by the Administrative Agent or the Borrower, financial statements of the Borrower required hereunder, compliance certificates from the Borrower required by this Agreement or any other notice or communication from the Borrower specifically relating to this Agreement which is actually received by the Administrative Documentation Agent. Promptly after the Administrative Agent has actual knowledge of the occurrence of a Default hereunder, the Administrative Agent Co-Lead Arrangers nor the Joint Book Managers shall so notify have any duties or obligations in that capacity under the LendersLoan Documents.

No Responsibility for Loans, Recitals, etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (ia) any statement, warranty or representation made in connection with any Loan Document or Guaranty or any borrowing hereunder; (iib) the performance or observance of any of the covenants or agreements of any obligor under any Loan DocumentDocument or Guaranty, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (iiic) the satisfaction of any condition specified in Article IVV, except receipt of items required to be delivered solely to the Administrative Agent; (d) except as otherwise provided in this Article XIII, the existence or possible existence of any Event of Default or 80 Unmatured Event of Default; (ive) the validity, effectiveness enforceability, effectiveness, sufficiency or genuineness of any Loan Document or Guaranty or any other instrument or writing furnished in connection therewith. Except as otherwise specifically provided herein; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the Administrative Agent shall have no duty to disclose to financial condition of Borrower or any guarantor of any of the Lenders information that is not required to be furnished by the Borrower to the Administrative Agent at Obligations or of any of Borrower's or any such time, but is voluntarily furnished by the Borrower to the Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity)guarantor's respective Subsidiaries. Notwithstanding anything to the contrary herein, Administrative Agent shall make available promptly after the date of this Agreement Execution Date to any Lender copies of all Loan Documents and Guaranties in its possession which are requested by any such Lender. Administrative Agent shall also furnish to all Lenders promptly after such items are available in final form copies of any notices of an Unmatured Event of Default notices or Event of Default issued to the Borrower, amendments to any Loan Documents being proposed by the Administrative Agent or the Borrower, to Borrower and copies of financial statements of the Borrower required hereunder, and compliance certificates from the Borrower required by this Agreement or any other notice or communication from the Borrower specifically relating to this Agreement which is actually that are received by the Administrative Agent from Borrower (and not furnished directly by Borrower to Administrative Agent). Promptly after the any officer of Administrative Agent that is responsible for administration of the Agreement has actual knowledge of the occurrence of a an Unmatured Event of Default or an Event of Default hereunder, the Administrative Agent shall so notify the Lenders.

No Responsibility for Loans, Recitals, etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (ia) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (iib) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (iiic) the satisfaction of any condition specified in Article IVV, except receipt of items required to be delivered solely to the Administrative Agent; (d) except as otherwise provided in this Article XIII, the existence or possible existence of any Event of Default or Unmatured Event of Default; (ive) the validity, effectiveness enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith. Except as otherwise specifically provided herein; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the Administrative Agent shall have no duty to disclose to financial condition of Borrower or any Guarantor of any of the Lenders information that is not required to be furnished by the Borrower to the Administrative Agent at Obligations or of any of Borrower's or any such time, but is voluntarily furnished by the Borrower to the Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity)Guarantor's respective Subsidiaries. Notwithstanding anything to the contrary herein, Administrative Agent shall make available promptly after the date of this Agreement Execution Date to any Lender copies of all Loan Documents in its possession which are requested by any such Lender. Administrative Agent shall also furnish to all Lenders promptly after such items are available in final form copies of any notices of an Unmatured Event of Default notices or Event of Default issued to the Borrower, amendments to any Loan Documents being proposed by the Administrative Agent or the Borrower, to Borrower and copies of financial statements of the Borrower required hereunder, and compliance certificates from the Borrower required by this Agreement or any other notice or communication from the Borrower specifically relating to this Agreement which is actually that are received by the Administrative Agent from Borrower (and not furnished directly by Borrower to Administrative Agent). Promptly after the any officer of Administrative Agent that is responsible for administration of the Agreement has actual knowledge of the occurrence of a an Unmatured Event of Default or an Event of Default hereunder, the Administrative Agent shall so notify the Lenders.

No Responsibility for Loans, Recitals, etc. (a) The Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (i) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (ii) the performance or observance of any of the covenants covenants, agreements or agreements of any obligor under other terms and conditions set forth in any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (iii) the satisfaction of any condition specified in Article IVIV or elsewhere in any Loan Document, except other than to confirm receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; or (v) the contents of any certificate, report or other document delivered hereunder or under any Loan Document or in connection herewith or therewith. Except The Agent may consult with legal counsel (including counsel for the Borrower) concerning all matters pertaining to such duties. (b) Without limiting the generality of the foregoing, (i) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Unmatured Default has occurred and is continuing, (ii) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except those discretionary rights and powers expressly contemplated by the Loan Documents that the Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as otherwise specifically shall be necessary under the circumstances as provided hereinin Section 8.2), and (iii) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have no any duty to disclose disclose, and shall not be liable for the failure to disclose, any information relating to the Lenders information Borrower or any of its Subsidiaries that is not required communicated to be furnished or obtained by the Borrower to the Administrative Agent at such time, but is voluntarily furnished by the Borrower to the Administrative Agent (either in its capacity as Administrative Agent or any of its Affiliates in its individual any capacity). Notwithstanding anything to the contrary herein, Administrative Agent shall make available promptly after the Agreement Execution Date to any Lender copies of all Loan Documents in its possession which are requested by any such Lender. Administrative Agent shall also furnish to all Lenders promptly after such items are available in final form copies of Default notices issued to the Borrower, amendments to any Loan Documents being proposed by the Administrative Agent or the Borrower, financial statements of the Borrower required hereunder, compliance certificates from the Borrower required by this Agreement or any other notice or communication from the Borrower specifically relating to this Agreement which is actually received by the Administrative Agent. Promptly after the Administrative Agent has actual knowledge of the occurrence of a Default hereunder, the Administrative Agent shall so notify the Lenders.

No Responsibility for Loans, Recitals, etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (ia) any statement, warranty or representation made in connection with any Loan Credit Document or any borrowing hereunder; (iib) the performance or observance of any of the covenants or agreements of any obligor under any Loan Credit Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (iiic) the satisfaction of any condition specified in Article IVSection 5, except receipt of items required to be delivered solely to the Administrative Agent; (d) the existence or possible existence of any Event of Default or Default (ivother than an Event of Default under Section 9.1(a)); (e) the validity, effectiveness enforceability, effectiveness, sufficiency or genuineness of any Loan Credit Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the financial condition of the Borrower or any Guarantor or of any of the Borrower's or any such Guarantor's respective Subsidiaries. Except as otherwise specifically provided hereinThe Administrative Agent shall promptly provide the Lenders with copies of all notices of Default sent pursuant to this Agreement, any written notice relating to changes in the Borrower's debt ratings that affect the Senior Debt Rating received from the Borrower or a ratings agency, any documents received by the Administrative Agent pursuant to Section 7.1 (except to the extent that the Borrower has furnished the same directly to the Lenders) and any other document or notice received by the Administrative Agent with respect to this Agreement and requested in writing by any Lender. The Administrative Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by the Borrower to the Administrative Agent at such time, but is voluntarily furnished by the Borrower to the Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity). Notwithstanding anything to the contrary herein, Administrative Agent shall make available promptly after the Agreement Execution Date to any Lender copies of all Loan Documents in its possession which are requested by any such Lender. Administrative Agent shall also furnish to all Lenders promptly after such items are available in final form copies of Default notices issued to the Borrower, amendments to any Loan Documents being proposed by the Administrative Agent or the Borrower, financial statements of the Borrower required hereunder, compliance certificates from the Borrower required by this Agreement or any other notice or communication from the Borrower specifically relating to this Agreement which is actually received by the Administrative Agent. Promptly after the Administrative Agent has actual knowledge of the occurrence of a Default hereunder, the Administrative Agent shall so notify the Lenders.

No Responsibility for Loans, Recitals, etc. (a) The Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (i) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (ii) the performance or observance of any of the covenants covenants, agreements or agreements of any obligor under other terms and conditions set forth in any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (iii) the satisfaction of any condition specified in Article IVIV or elsewhere in any Loan Document, except other than to confirm receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith or (v) the contents of any certificate, report or other document delivered hereunder or under any Loan Document or in connection herewith or therewith. Except The Agent may consult with legal counsel (including counsel for the Borrower) concerning all matters pertaining to such duties. (b) Without limiting the generality of the foregoing, (i) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Unmatured Default has occurred and is continuing, (ii) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except those discretionary rights and powers expressly contemplated by the Loan Documents that the Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as otherwise specifically shall be necessary under the circumstances as provided hereinin Section 8.2), and (iii) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have no any duty to disclose disclose, and shall not be liable for the failure to disclose, any information relating to the Lenders information Borrower or any of its Subsidiaries that is not required communicated to be furnished or obtained by the Borrower to the Administrative Agent at such time, but is voluntarily furnished by the Borrower to the Administrative Agent (either in its capacity as Administrative Agent or any of its Affiliates in its individual any capacity). Notwithstanding anything to the contrary herein, Administrative Agent shall make available promptly after the Agreement Execution Date to any Lender copies of all Loan Documents in its possession which are requested by any such Lender. Administrative Agent shall also furnish to all Lenders promptly after such items are available in final form copies of Default notices issued to the Borrower, amendments to any Loan Documents being proposed by the Administrative Agent or the Borrower, financial statements of the Borrower required hereunder, compliance certificates from the Borrower required by this Agreement or any other notice or communication from the Borrower specifically relating to this Agreement which is actually received by the Administrative Agent. Promptly after the Administrative Agent has actual knowledge of the occurrence of a Default hereunder, the Administrative Agent shall so notify the Lenders.