Common use of Lack of Reliance on Agent Clause in Contracts

Lack of Reliance on Agent. (a) Independently and without reliance upon the Agent, each Lender, each Swing Loan Lender and each Issuing Bank, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial or other condition and affairs of each Credit Party in connection with the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of each Credit Party, and, except as expressly provided in this Credit Agreement, the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or issuance of Letters of Credit or at any time or times thereafter. (b) The 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 this Credit Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms, provisions or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Credit Agreement, any other Credit Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent or (vi) the utilization of any Issuing Bank’s Letter of Credit Committed Amount (it being understood and agreed that each Issuing Bank shall monitor compliance with its own Letter of Credit Committed Amount without any further action by the Agent).

Lack of Reliance on Agent. (ai) Independently and without reliance upon the Agent, each Lender, each Swing Loan Lender and each Issuing Bank, to the extent it deems appropriate, has made and shall continue to make (iA) its own independent investigation of the financial or other condition and affairs of Agent, each Credit Party Obligor and any other Lender in connection with the taking or not taking of any action in connection herewith and (iiB) its own appraisal of the creditworthiness of Agent, each Credit PartyObligor and any other Lender, and, except as expressly provided in this Credit the Agreement, the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or issuance of Letters of Credit or at any time or times thereafter. To the extent any appraisals of any of the assets of Borrower are made by an independent third party appraiser pursuant to the Agreement, such appraisals shall provide that they may be relied upon by Agent and Lenders. (bii) The Agent shall not be responsible to any Lender for any recitals, statements, information, representations or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in warranties herein or in connection with this Credit Agreement or any other Credit Documentdocument, (ii) the contents of any certificate, report certificate or other document writing delivered hereunder or thereunder or in connection herewith or therewithfor the execution, (iii) effectiveness, genuineness, validity, enforceability, collectibility, priority or sufficiency of the Agreement or any notes or the financial or other condition of Borrower or any other Obligor. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the covenants, agreements or other terms, provisions or conditions set forth herein or therein of the Agreement or the occurrence notes, or the financial condition of Borrower or any other Obligor, or the existence or possible existence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Credit Agreement, unless specifically requested to do so in writing by any other Credit Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent or (vi) the utilization of any Issuing Bank’s Letter of Credit Committed Amount (it being understood and agreed that each Issuing Bank shall monitor compliance with its own Letter of Credit Committed Amount without any further action by the Agent)Lender.

Lack of Reliance on Agent. (a) Independently and without reliance upon the Agent, each Lender, Bank and the holder of each Swing Loan Lender and each Issuing BankTerm Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial or other condition and affairs of each Credit Party Borrower and its Subsidiaries in connection with the making of Advances and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of each Credit Party, Borrower or any of its Subsidiaries and, except as expressly provided in this Credit Agreement, the Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Term Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or issuance of Letters of Credit Advances or at any time or times thereafter. (b) The . Agent shall not be responsible to any Bank or the holder of any Term Note for any recitals, statements, information, representations or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in warranties herein or in any document, certificate or other writing delivered in connection with herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Credit Agreement or any other Credit Document, (ii) Document or the contents financial condition of Borrower or any certificate, report of its Subsidiaries or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) be required to make any inquiry concerning either the performance or observance of any of the covenants, agreements or other terms, provisions or conditions set forth herein of this Agreement or therein any other Credit Document, or the occurrence financial condition of Borrower or any of its Subsidiaries or the existence or possible existence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Credit Agreement, any other Credit Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent or (vi) the utilization of any Issuing Bank’s Letter of Credit Committed Amount (it being understood and agreed that each Issuing Bank shall monitor compliance with its own Letter of Credit Committed Amount without any further action by the Agent).

Lack of Reliance on Agent. (a) Independently and without reliance upon the AgentAgent or the Arranger, the Fronting Bank and each Lender, each Swing Loan Lender and each Issuing Bank, to the extent it deems appropriate, has made and shall continue to make (ia) its own independent investigation of the financial or other condition and affairs of each Credit Party the Borrower in connection with its execution and delivery of this Agreement and the taking or not taking of any action in connection herewith and (iib) its own appraisal of the creditworthiness of each Credit Party, the Borrower and, except as expressly provided in this Credit Agreement, the Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide the Arranger, the Fronting Bank or any Lender with any credit or other information with respect thereto, whether coming into its possession before the making payment of the Loans or issuance of Letters of Credit Reimbursement Amounts or at any time or times thereafter. (b) . The Agent shall not be responsible to the Arranger, the Fronting Bank or any Lender for any recitals, statements, information, representations or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in warranties herein or in any document, certificate or other writing delivered in connection with herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Credit Agreement or any other Credit Document, (ii) Financing Document or the contents financial condition of the Borrower or be required to make any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) inquiry concerning either the performance or observance of any of the covenants, agreements or other terms, provisions or conditions set forth herein of this Agreement or therein any other Financing Document, or the occurrence financial condition of the Borrower or the existence or possible existence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Credit Agreement, any other Credit Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent or (vi) the utilization of any Issuing Bank’s Letter of Credit Committed Amount (it being understood and agreed that each Issuing Bank shall monitor compliance with its own Letter of Credit Committed Amount without any further action by the Agent).

Lack of Reliance on Agent. (a) Independently and without reliance upon the Agent, each Lender, each Swing Loan Lender and each Issuing Bank, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial or other condition and affairs of each Credit Party in connection with its becoming a party hereto, making Loans hereunder or the taking or not taking of any other action in connection herewith and (ii) its own appraisal of the creditworthiness of each Credit Party, and, except as expressly provided in this Credit Agreement, the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or issuance of Letters of Credit or at any time or times thereafter. (b) The Agent shall not be responsible to any Lender for any recitals, statements, information, representations or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in warranties herein or in connection with this Credit Agreement or any other Credit Documentdocument, (ii) the contents of any certificate, report certificate or other document writing delivered hereunder or thereunder or in connection herewith or therewithfor the execution, (iii) effectiveness, genuineness, validity, enforceability, collectibility, priority or sufficiency of this Credit Agreement, or the Notes or the financial or other condition of any Credit Party. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the covenants, agreements or other terms, provisions or conditions set forth herein or therein of this Credit Agreement or the occurrence Notes, or the financial condition of any Credit Party, or the existence or possible existence of any Default, unless specifically requested to do so in writing by any Lender. The Agent shall not be charged with knowledge of the existence of any Default unless it is advised of such Default by the Borrower or Event a Lender. Upon receipt by the Agent of Default, (iv) written notice of such a Default from the validity, enforceability, effectiveness or genuineness of this Credit Agreement, any other Credit Document Borrower or any other agreementLender, instrument or document, (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent or (vi) the utilization of any Issuing Bank’s Letter of Credit Committed Amount (it being understood and agreed that shall promptly give notice thereof to each Issuing Bank shall monitor compliance with its own Letter of Credit Committed Amount without any further action by the Agent)Lender.

Lack of Reliance on Agent. (a) Independently and without reliance upon the Agent, each Lender, each Swing Loan Lender and each Issuing Bank, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial or other condition and affairs of each Credit Party Holdings, the Borrower and their respective Subsidiaries in connection with the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of each Credit PartyHoldings, the Borrower and their respective Subsidiaries, and, except as expressly provided in this Credit Agreement, the Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Revolving Loans or issuance of Letters of Credit or at any time or times thereafter. (b) The Agent shall not be responsible to any Lender for any recitals, statements, information, representations or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in warranties herein or in any document, certificate or other writing delivered in connection with herewith or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, priority or sufficiency of this Credit Agreement or any the other Credit Document, (ii) Documents or the contents of any certificate, report financial or other document delivered hereunder condition of Holdings, the Borrower or thereunder or in connection herewith or therewith, (iii) any of their respective Subsidiaries. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the covenants, agreements or other terms, provisions or conditions set forth herein or therein of this Credit Agreement or the occurrence other Credit Documents, or the financial condition of Holdings, the Borrower or any of their respective Subsidiaries, or the existence or possible existence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Credit Agreement, unless specifically requested to do so in writing by any other Credit Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent or (vi) the utilization of any Issuing Bank’s Letter of Credit Committed Amount (it being understood and agreed that each Issuing Bank shall monitor compliance with its own Letter of Credit Committed Amount without any further action by the Agent)Lender.