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

Lack of Reliance on the Agent. Independently and without reliance upon the Administrative Agent or Revolver Agent, the Arranger and their respective Affiliates, each Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (a) its own independent investigation of the financial condition and affairs of Holdings, the Borrower and the Restricted Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (b) its own appraisal of the creditworthiness of Holdings, the Borrower and the Restricted Subsidiaries and, except as expressly provided in this Agreement, the Administrative Agent, Revolver Agent and the Arranger and any of their respective Affiliates shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. The Administrative Agent, the Revolver Agent, the Arranger and any of their respective Affiliates shall not be responsible to any Lender or the holder of 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, 249 collectability, priority or sufficiency of this Agreement or any other Loan Document or the financial condition of Holdings, the Borrower or any of the Restricted 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 Document, or the financial condition of Holdings, the Borrower or any of the Restricted Subsidiaries or the existence or possible existence of any Default or Event of Default. The Agents may in good faith ask for such information or support it may deem reasonably necessary to confirm that one or more lenders in fact constitute either the Required Lenders, Required Facility Lenders, Required Term Loans or Required Revolving Lenders under any Facility before taking or declining to take any action under a Loan Document and none of the Agents shall be deemed to be liable to any Lender for so taking or so declining to take such action until it shall have received such information so reasonably requested.

Lack of Reliance on the Agent. Independently and without reliance upon the Administrative Agent or Revolver Agent, the Arranger and their respective Affiliates, each Lender Bank and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (ai) its own independent investigation of the financial condition and affairs of Holdings, the Borrower and the Restricted its Subsidiaries in connection with the making and the continuance of the Loans and the participation in Letters of Credit and the taking or not taking of any action in connection herewith and (bii) its own appraisal of the creditworthiness of Holdings, the Borrower and the Restricted its Subsidiaries and, except as expressly provided in this Agreement, the Administrative Agent, Revolver Agent and the Arranger and any of their respective Affiliates shall not have any no duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans Loans, the participation in the Letters of Credit or at any time or times thereafter. The Administrative Agent, the Revolver Agent, the Arranger and any of their respective Affiliates Agent shall not be responsible to any Lender Bank or the holder of 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, 249 collectability, priority or sufficiency of this Agreement or any other Loan Credit Document or the financial condition of Holdings, the Borrower or any of the Restricted 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 Holdings, the Borrower or any of the Restricted its Subsidiaries or the existence or possible existence of any Default or Event of Default. The Agents may In no event shall the Agent be required in good faith ask for such information contravention of applicable law or support it may deem reasonably necessary to confirm that one or more lenders in fact constitute either the Required Lenders, Required Facility Lenders, Required Term Loans or Required Revolving Lenders under any Facility before taking or declining to take any action under a Loan Document and none of the Agents shall be deemed to be liable to any Lender for so taking or so declining to take if such action until would cause it, in its sole determination, to incur any risk or liability for which it shall have received such information so reasonably requestedis not adequately indemnified for to its satisfaction.

Lack of Reliance on the Agent. (a) Independently and without reliance upon the Administrative Agent or Revolver Administrative Agent, the Arranger and their respective Affiliates, each Lender and the holder of each NoteLender, to the extent it deems appropriate, has made and shall continue to make (ai) its own independent investigation of the financial condition and affairs of Holdings, the Borrower and the Restricted Subsidiaries Credit Parties in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith herewith, and (bii) its own appraisal of the creditworthiness of Holdingsthe Credit Parties, the Borrower and the Restricted Subsidiaries and, except as expressly provided in this Agreement, the Agent or Administrative Agent, Revolver Agent and the Arranger and any of their respective Affiliates shall not have any no duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. (b) The Agent and Administrative Agent, the Revolver Agent, the Arranger and any of their respective Affiliates Agent shall not be responsible to any Lender or the holder of 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, perfectioncollectibility, 249 collectability, priority pri ority or sufficiency of this Agreement Agreement, the Notes, the Guaranty Agreements, or any other Loan Document documents contemplated hereby or thereby, or the financial condition of Holdingsthe Credit Parties, the Borrower or any of the Restricted 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 Agreement, the Notes, the Guaranty Agreements, or any the other Loan Documentdocuments contemplated hereby or thereby, or the financial condition of Holdingsthe Credit Parties, the Borrower or any of the Restricted Subsidiaries or the existence or possible existence of any Default or Event of Default. The Agents may in good faith ask for ; provided, however, to the extent that the Agent or the Administrative Agent has been advised that a Lender has not received any information formally delivered to the Agent pursuant to Section 7.07, the Agent shall deliver or cause to be delivered such information or support it may deem reasonably necessary to confirm that one or more lenders in fact constitute either the Required Lenders, Required Facility Lenders, Required Term Loans or Required Revolving Lenders under any Facility before taking or declining to take any action under a Loan Document and none of the Agents shall be deemed to be liable to any Lender for so taking or so declining to take such action until it shall have received such information so reasonably requestedLender.

Lack of Reliance on the Agent. Independently and without reliance upon the Administrative Agent or Revolver Agent, the Arranger and their respective Affiliates, each Lender Bank and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (ai) its own independent investigation of the financial condition and affairs of Holdings, the Borrower and the Restricted its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (bii) its own appraisal of the creditworthiness of Holdings, the Borrower and the Restricted its Subsidiaries and, except as expressly provided in this Agreement, the Administrative Agent, Revolver Agent and the Arranger and any of their respective Affiliates shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. The Administrative Agent, the Revolver Agent, the Arranger and any of their respective Affiliates Agent shall not be responsible to any Lender Bank or the holder of 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, genuinenessgenuine- ness, validity, enforceability, perfection, 249 collectabilitycollectibility, priority or sufficiency of this Agreement or any other Loan Credit Document or the financial condition of Holdings, the Borrower or any of the Restricted 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 Holdings, the Borrower or any of the Restricted and its Subsidiaries or the existence or possible existence of any Default or Event of Default. The Agents may in good faith ask for such information or support it may deem reasonably necessary to confirm that one or more lenders in fact constitute either the Required Lenders, Required Facility Lenders, Required Term Loans or Required Revolving Lenders under any Facility before taking or declining to take any action under a Loan Document and none of the Agents shall be deemed to be liable to any Lender for so taking or so declining to take such action until it shall have received such information so reasonably requested.

Lack of Reliance on the Agent. Independently and without reliance upon the Administrative Agent or Revolver Agent, the Arranger and their respective Affiliates, each Lender and the holder of each NoteIssuing Lender, to the extent it deems appropriate, has made and shall continue to make (ai) its own independent investigation of the financial condition and affairs of Holdings, the Borrower and the Restricted each of its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (bii) its own appraisal of the creditworthiness of Holdings, the Borrower and the Restricted each of its Subsidiaries and, except as expressly provided in this Agreement, the Administrative Agent, Revolver Agent and the Arranger and any of their respective Affiliates shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note Issuing Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. The Administrative Agent, the Revolver Agent, the Arranger and any of their respective Affiliates Agent shall not be responsible to any Lender or the holder of any Note Issuing Lender 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, 249 collectability, priority or sufficiency of this Agreement or any other Loan Document (or with respect to the validity, priority or perfection of any security interests purported to be created thereunder) or the financial condition of Holdings, the Borrower or any of the Restricted 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 Document, or the financial condition of Holdings, the Borrower or any of the Restricted its Subsidiaries or the existence or possible existence of any Default or Event of Default. The Agents may in good faith ask for such information or support it may deem reasonably necessary to confirm that one or more lenders in fact constitute either the Required Lenders, Required Facility Lenders, Required Term Loans or Required Revolving Lenders under any Facility before taking or declining to take any action under a Loan Document and none of the Agents shall be deemed to be liable to any Lender for so taking or so declining to take such action until it shall have received such information so reasonably requested.

Lack of Reliance on the Agent. Independently and without reliance upon the Administrative Agent or Revolver Agent, the Arranger and their respective Affiliateseach Lender, each Lender and the holder of each NoteIssuing Lender, to the extent it deems appropriate, has made and shall continue to make (ai) its own independent investigation of the financial condition and affairs of Holdings, the Borrower and the Restricted Subsidiaries each Guarantor in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (bii) its own appraisal of the creditworthiness of Holdings, the Borrower and the Restricted Subsidiaries each Guarantor and, except as expressly provided in this Agreement, the Administrative Agent, Revolver Agent and the Arranger and any of their respective Affiliates shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note Issuing Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. The Administrative Agent, the Revolver Agent, the Arranger and any of their respective Affiliates Agent shall not be responsible to any Lender or the holder of any Note Issuing Lender 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, 249 collectability, priority or sufficiency of this Agreement or any other Loan Document (or with respect to the validity, priority or perfection of any security interests purported to be created hereunder or thereunder) or the financial condition of Holdings, the Borrower or any of the Restricted Subsidiaries Guarantor 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 Holdings, the Borrower or any of the Restricted Subsidiaries Guarantors or the existence or possible existence of any Default or Event of Default. The Agents may in good faith ask for such information or support it may deem reasonably necessary to confirm that one or more lenders in fact constitute either the Required Lenders, Required Facility Lenders, Required Term Loans or Required Revolving Lenders under any Facility before taking or declining to take any action under a Loan Document and none of the Agents shall be deemed to be liable to any Lender for so taking or so declining to take such action until it shall have received such information so reasonably requested.

Lack of Reliance on the Agent. Independently and without reliance upon the Administrative Agent or Revolver Agent, the Arranger and their respective Affiliates, each Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (a) its own independent investigation of the financial condition and affairs of Holdings, the Borrower and the Restricted Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (b) its own appraisal of the creditworthiness of Holdings, the Borrower and the Restricted Subsidiaries and, except as expressly provided in this Agreement, the Administrative Agent, Revolver Agent and the Arranger and any of their respective Affiliates shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether 249 coming into its possession before the making of the Loans or at any time or times thereafter. The Administrative Agent, the Revolver Agent, the Arranger and any of their respective Affiliates shall not be responsible to any Lender or the holder of 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, 249 collectability, priority or sufficiency of this Agreement or any other Loan Document or the financial condition of Holdings, the Borrower or any of the Restricted 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 Document, or the financial condition of Holdings, the Borrower or any of the Restricted Subsidiaries or the existence or possible existence of any Default or Event of Default. The Agents may in good faith ask for such information or support it may deem reasonably necessary to confirm that one or more lenders in fact constitute either the Required Lenders, Required Facility Lenders, Required Term Loans or Required Revolving Lenders under any Facility before taking or declining to take any action under a Loan Document and none of the Agents shall be deemed to be liable to any Lender for so taking or so declining to take such action until it shall have received such information so reasonably requested.

Lack of Reliance on the Agent. Independently and without reliance ----------------------------- upon the Administrative Agent or Revolver Agent, the Arranger and their respective Affiliates, each Lender Bank and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (ai) its own independent investigation of the financial condition and affairs of Holdingsthe Company, the Borrower each Borrowing Subsidiary and the Restricted their respective Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (bii) its own appraisal of the creditworthiness of Holdingsthe Company, the Borrower each Borrowing Subsidiary and the Restricted their respective Subsidiaries and, except as expressly provided in this Agreement, the Administrative Agent, Revolver Agent and the Arranger and any of their respective Affiliates shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. The Administrative Agent, the Revolver Agent, the Arranger and any of their respective Affiliates Agent shall not be responsible to any Lender Bank or the holder of 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, 249 collectabilitycollectibility, priority prior- ity or sufficiency of this Agreement or any other Loan Credit Document or the financial condition of Holdingsthe Company, the Borrower or any of the Restricted each Borrowing Subsidiary and their respective 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 Holdingsthe Company, the Borrower or any of the Restricted each Borrowing Subsidiary and their respective Subsidiaries or the existence or possible existence of any Default or Event of Default. The Agents may in good faith ask for such information or support it may deem reasonably necessary to confirm that one or more lenders in fact constitute either the Required Lenders, Required Facility Lenders, Required Term Loans or Required Revolving Lenders under any Facility before taking or declining to take any action under a Loan Document and none of the Agents shall be deemed to be liable to any Lender for so taking or so declining to take such action until it shall have received such information so reasonably requested.