Appraisals, Collateral Exams, Etc Sample Clauses

Appraisals, Collateral Exams, Etc. The Revolving Credit Agent shall provide Term Loan Agent with (x) copies of all appraisals (including so called “desktop appraisals”), collateral exams, field audits, environmental exams, or similar reports and bank statements and other account information received by the Revolving Credit Agent in connection with the Revolving Credit Agreement or the other Revolving Loan Documents and (y) updated information concerning the Tranche A Borrowing Base, the Tranche A-1 Borrowing Base and Excess Availability, as the Term Loan Agent may reasonably request (collectively, “Materials”) and the Credit Parties irrevocably, by their execution hereof, direct and authorize the Revolving Credit Agent to do so. The Term Loan Agent agrees that such Materials are delivered without representation and warranty by, and without recourse to, the Revolving Credit Secured Parties. Notwithstanding the foregoing, the failure of the Revolving Credit Agent to provide any Materials shall not (A) affect the relative priorities of Liens as provided herein or the validity or effectiveness of any notices or demands as against any Credit Party, (B) impair the effectiveness of this Intercreditor Agreement or (C) give rise to any claim or cause of action by Term Loan Agent against any Revolving Credit Secured Party or any third person conducting such appraisals and commercial finance audits. The Term Loan Agent and the Term Loan Lenders each acknowledges and agrees that none of the Revolving Credit Secured Parties and their agents and employees make any representations or warranties whatsoever with respect to the Materials of any kind, nature, or description, including without limitation, any representation as to the completeness or accuracy of the Materials, either at the time that the Materials were prepared or at the present time and such information is provided information purposes only, and may not be relied upon by the Term Loan Agent or any Term Loan Lender, or any other party, in any manner whatsoever. The Revolving Credit Agent hereby agrees to use commercially reasonable efforts to provide the Term Loan Agent with prior notice of any inspections, audits or appraisals (other than any such “desktop” appraisals”) made by the Revolving Credit Agent pursuant to Section 10.1.1 of the Revolving Credit Agreement so that Term Loan Agent may accompany the Revolving Credit Agent on any such inspections, audits or appraisals; provided that the failure of the Revolving Credit Agent to so notify t...