Common use of Lack of Reliance on the Agent Clause in Contracts

Lack of Reliance on the Agent. Independently and without reliance ----------------------------- upon the Agent, each Lender and each of the holders of the Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Credit Parties in connection with the making and the continuance of the Loan and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties and, except as expressly provided in this Agreement; notwithstanding the foregoing, the Agent shall initially and on a continuing basis, provide each Lender or any holder of the Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loan or at any time or times thereafter. The Agent shall not be responsible to any Lender or any holder of the Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Loan Document or the financial condition of the Credit Parties or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, or the financial condition of the Credit Parties or the existence or possible existence of any Event of Default.

Lack of Reliance on the Agent. (a) Independently and without reliance ----------------------------- upon the Agent, each Lender and each of the holders of the NoteLender, 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 the Credit Parties Borrower and its Subsidiaries in connection with the making and the continuance of the Loan and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and its Subsidiaries, and, except as expressly provided in this Credit Agreement; notwithstanding the foregoing, the Agent shall not have any duty or responsibility, either initially and or on a continuing basis, to provide each any Lender or any holder of the Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loan Loans or at any time or times thereafter. . (b) The Agent shall not be responsible to any Lender or any holder of the Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Credit Agreement or any other Loan Document the Revolving Notes or the financial or other condition of the Credit Parties Borrower or any of its Subsidiaries. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Credit Agreement or any other Loan Documentthe Revolving Notes, or the financial condition of the Credit Parties Borrower or any of its Subsidiaries, or the existence or possible existence of any Default or Event of Default, unless specifically requested to do so in writing by any Lender.

Lack of Reliance on the Agent. Independently and without reliance ----------------------------- upon the Agent, each Lender Bank and the holder of each of the holders of the Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Borrower and the other Credit Parties in connection with the making and the continuance of the Loan Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Borrower and the other Credit Parties and, except as expressly provided in this Agreement; notwithstanding the foregoing, the Agent shall have no duty or responsibility, either initially and or on a continuing basis, to provide each Lender any Bank or any the holder of the any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loan Loans or at any time or times thereafter. The Agent shall not be responsible to any Lender Bank or any the holder of the any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Loan Credit Document or the financial condition of the Credit Parties Borrower or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Credit Document, or the financial condition of the Credit Parties Borrower or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. (A) Independently and without reliance ----------------------------- upon the Agent, each any Lender and each of the holders of the Noteor any Issuing Bank, to the extent it deems appropriate, has made and shall continue to make (iI) its own independent investigation of the financial or other condition and affairs of the each Credit Parties Party in connection with the making and the continuance of the Loan and the taking or not taking of any action in connection herewith and (iiII) its own appraisal of (A) the creditworthiness of each Credit Party, and (B) the Credit Parties Collateral, and, except as expressly provided in this Credit Agreement; notwithstanding the foregoing, the Agent shall have no duty or responsibility, either initially and or on a continuing basis, to provide each any Lender or any holder of the Note Issuing Bank with any credit or other information with respect thereto, whether coming into its possession before the making of the Loan initial Credit Event or at any time or times thereafter. . (B) The Agent shall not be responsible to any Lender or any holder of the Note Issuing Bank for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith Credit Document or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Credit Agreement or any other Loan Credit Document or the financial or other condition of the any Credit Parties or Party. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Credit Agreement or any other Loan Credit Document, or the financial condition of the any Credit Parties Party, or the existence or possible existence of any Default or Event of Default, unless specifically requested to do so in writing by any Lender or Issuing Bank, as the case may be.

Lack of Reliance on the Agent. Independently and without reliance ----------------------------- upon the Agent, each Lender and the holder of each of the holders of the NoteLoan, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Credit Parties Borrower in connection with the making and the continuance of the Loan Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and, except as expressly provided in this Agreement; notwithstanding the foregoing, the Agent shall have no duty or responsibility, either initially and or on a continuing basis, to provide each any Lender or any the holder of the Note any Loan with any credit or other information with respect thereto, whether coming into its possession before the making of the Loan Loans or at any time or times thereafter. The Agent shall not be responsible to any Lender or any the holder of the Note any Loan for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Loan Credit Document or the financial condition of the Credit Parties Borrower or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Credit Document, or the financial condition of the Credit Parties Borrower or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance ----------------------------- upon the Agent, each Lender Bank and the holder of each of the holders of the Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Credit Parties Borrower in connection with the making and the continuance of the Loan Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and, except as expressly provided in this Agreement; notwithstanding the foregoing, the Agent shall not have any duty or responsibility, either initially and or on a continuing basis, to provide each Lender any Bank or any the holder of the any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loan Loans or at any time or times thereafter. The Agent shall not be responsible to any Lender Bank or any the holder of the any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement or any other Loan Credit Document or the financial condition of the Credit Parties Borrower or any of its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Credit Document, or the financial condition of the Credit Parties Borrower or any of its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. (a) Independently and without reliance ----------------------------- upon the Agent, each any Lender and each of the holders of the Noteor any 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 the each Credit Parties Party in connection with the making and the continuance of the Loan and the taking or not taking of any action in connection herewith and (ii) its own appraisal of (A) the creditworthiness of each Credit Party, and (B) the Credit Parties Collateral, and, except as expressly provided in this Agreement; notwithstanding the foregoing, the Agent shall have no duty or responsibility, either initially and or on a continuing basis, to provide each any Lender or any holder of the Note Issuing Bank with any credit or other information with respect thereto, whether coming into its possession before the making of the Loan initial Credit Event or at any time or times thereafter. . (b) The Agent shall not be responsible to any Lender or any holder of the Note Issuing Bank for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith Credit Document or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of the DIP Orders, this Agreement or any other Loan Credit Document or the financial or other condition of the any Credit Parties or Party. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the DIP Orders, this Agreement or any other Loan Credit Document, or the financial condition of the any Credit Parties Party, or the existence or possible existence of any Default or Event of Default, unless specifically requested to do so in writing by any Lender or Issuing Bank, as the case may be.

Lack of Reliance on the Agent. Independently and without reliance ----------------------------- upon the Agent, each Lender Bank and the holder of each of the holders of the Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Credit Parties Holdings and its Subsidiaries in connection with the making and the continuance of the Loan Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness credit worthiness of the Credit Parties Holdings and its Subsidiaries and, except as expressly provided in this Agreement; notwithstanding the foregoing, the Agent shall not have any duty or responsibility, either initially and or on a continuing basis, provide each Lender to pro vide any Bank or any the holder of the any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loan Loans or at any time or times thereafter. The Agent shall not be responsible to any Lender Bank or any the holder of the any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceabilityenforce ability, perfection, collectibility, priority or sufficiency of this Agreement or any other Loan Credit Document or the financial condition of the Credit Parties Holdings and its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Credit Document, or the financial condition of the Credit Parties Holdings and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without ----------------------------- reliance ----------------------------- upon the Agent, each Lender and each of the holders of the NoteBank, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Credit Parties Company and its Subsidiaries in connection with the making and the continuance of the Loan Loans hereunder, the issuance of or participation in Letters of Credit and the taking or not taking of any action in connection herewith herewith, and (ii) its own appraisal of the creditworthiness of the Credit Parties Company and its Subsidiaries, and, except as expressly provided in this Agreement; notwithstanding the foregoing, the Agent shall have no duty or responsibility, either initially and or on a continuing basis, to provide each Lender or any holder of the Note Bank with any credit or other information with respect thereto, whether coming into its possession before the making occurrence of the Loan any Credit Event or at any time or times thereafter. The Agent shall not be responsible to any Lender or any holder of the Note Bank for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Loan Credit Document or the financial condition of the Credit Parties Company or any of its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Credit Document, or the financial condition of the Credit Parties Company or any of its Subsidiaries, or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. (a) Independently and without reliance ----------------------------- upon the either Agent, each any Lender and each of the holders of the Noteor any 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 the each Credit Parties Party in connection with the making and the continuance of the Loan and the taking or not taking of any action in connection herewith and (ii) its own appraisal of (A) the creditworthiness of each Credit Party, and (B) the Credit Parties Collateral, and, except as expressly provided in this Credit Agreement; notwithstanding the foregoing, the neither Agent shall have any duty or responsibility, either initially and or on a continuing basis, to provide each any Lender or any holder of the Note Issuing Bank with any credit 117 or other information with respect thereto, whether coming into its possession before the making of the Loan initial Credit Event or at any time or times thereafter. The . (b) Neither Agent shall not be responsible to any Lender or any holder of the Note Issuing Bank for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith Credit Document or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Credit Agreement or any other Loan Credit Document or the financial or other condition of the any Credit Parties or Party. Neither Agent shall be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Credit Agreement or any other Loan Credit Document, or the financial condition of the any Credit Parties Party, or the existence or possible existence of any Default or Event of Default, unless specifically requested to do so in writing by any Lender or Issuing Bank, as the case may be.

Lack of Reliance on the Agent. Independently and without reliance ----------------------------- upon the Agent, each Lender Bank and the holder of each of the holders of the Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Credit Parties Holdings and its Subsidiaries in connection with the making and the continuance of the Loan Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties and their Subsidiaries and, except as expressly provided in this Agreement; notwithstanding the foregoing, the Agent shall not have any duty or responsibility, either initially and or on a continuing basis, to provide each Lender any Bank or any the holder of the any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loan Loans or at any time or times thereafter. The Agent shall not be responsible to any Lender Bank or any the holder of the any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Loan Credit Document or the financial condition of the Credit Parties Holdings and its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Credit Document, or the financial condition of the Credit Parties Holdings and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance ----------------------------- upon the Administrative Agent, each Lender Bank and the holder of each of the holders of the Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Credit Parties Parent and its Subsidiaries in connection with the making and the continuance of the Loan Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Parent and its Subsidiaries and, except as expressly provided in this Agreement; notwithstanding the foregoing, the Administrative Agent shall not have any duty or responsibility, either initially and or on a continuing basis, to provide each Lender any Bank or any the holder of the any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loan Loans or at any time or times thereafter. The Administrative Agent shall not be responsible to any Lender Bank or any the holder of the any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement or any other Loan Credit Document or the financial condition of the Credit Parties Parent and its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Credit Document, or the financial condition of the Credit Parties Parent and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. (a) Independently and without reliance ----------------------------- upon the Agent, each any Lender and each of the holders of the Noteor any Issuing Lender, 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 the each Credit Parties Party in connection with the making and the continuance of the Loan and the taking or not taking of any action in connection herewith and (ii) its own appraisal of (A) the creditworthiness of each Credit Party, and (B) the Credit Parties Collateral, and, except as expressly provided in this Credit Agreement; notwithstanding the foregoing, the Agent shall have no duty or responsibility, either initially and or on a continuing basis, to provide each any Lender or any holder of the Note Issuing Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loan initial Credit Event or at any time or times thereafter. . (b) The Agent shall not be responsible to any Lender or any holder of the Note Issuing Lender for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith Credit Document or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Credit Agreement or any other Loan Credit Document or the financial or other condition of the any Credit Parties or Party. The Agent shall not be required to make any inquiry concerning either the performance or observance observance, of any of the terms, provisions or conditions of this Credit Agreement or any other Loan Credit Document, or the financial condition of the any Credit Parties Party, or the existence or possible existence of any Default or Event of Default, unless specifically requested to do so in writing by any Lender or Issuing Lender, as the case may be.

Lack of Reliance on the Agent. Independently and without reliance ----------------------------- upon the Agent, each Lender and the holder of each of the holders of the Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Credit Parties in connection with the making and the continuance of the Loan Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties and, except as expressly provided in this Agreement; notwithstanding the foregoing, the Agent shall not have any duty or responsibility, either initially and or on a continuing basis, to provide each any Lender or any the holder of the any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loan Loans or at any time or times thereafter. The Agent shall not be responsible to any Lender or any the holder of the any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Loan Credit Document or the financial condition of the Credit Parties Borrower and its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Credit Document, or the financial condition of the Credit Parties Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. (a) Independently and without reliance ----------------------------- upon the Agent, each any Lender and each of the holders of the Noteor any Issuing Lender, 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 the each Credit Parties Party in connection with the making and the continuance of the Loan and the taking or not taking of any action in connection herewith and (ii) its own appraisal of (A) the creditworthiness of each Credit Party, and (B) the Credit Parties Collateral, and, except as expressly provided in this Credit Agreement; notwithstanding the foregoing, the Agent shall have no duty or responsibility, either initially and or on a continuing basis, to provide each any Lender or any holder of the Note Issuing Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loan Initial Credit Event or at any time or times thereafter. . (b) The Agent shall not be responsible to any Lender or any holder of the Note Issuing Lender for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith Credit Document or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Credit Agreement or any other Loan Credit Document or the financial or other condition of the any Credit Parties or Party. The Agent shall not be required to make any inquiry concerning either the performance or observance observance, of any of the terms, provisions or conditions of this Credit Agreement or any other Loan Credit Document, or the financial condition of the any Credit Parties Party, or the existence or possible existence of any Default or Event of Default, unless specifically requested to do so in writing by any Lender or Issuing Lender, as the case may be.