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, 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, 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. Independently (a) Each Lender agrees that, independently and without reliance upon the Administrative Agent, any other Lender, or the directors, officers, agents or employees of the Agent or Revolver Agent, the Arranger and their respective Affiliatesof any other Lender, 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 in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith with this Agreement and the other Loan Documents, including the decision to enter into this Agreement, and (bii) its own appraisal of the creditworthiness of Holdings, the Borrower and the Restricted Subsidiaries and, except as expressly Subsidiaries. Except for information or notices provided in to the Agent pursuant to the terms of this Agreement, which the Administrative AgentAgent agrees to provide each Lender timely copies thereof, Revolver the 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 Revolving Loans or at any time or times thereafter. . (b) The Administrative Agent, the Revolver Agent, the Arranger and any of their respective Affiliates Agent shall not be responsible to any Lender for the truth, accuracy or the holder completeness 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, collectabilitycollectibility, priority or sufficiency of this Agreement or any other Loan Document the Notes 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 Documentthe Notes, or the financial condition of Holdings, the Borrower or any of the Restricted Subsidiaries 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 (a) Each Lender agrees that, independently and without reliance upon the Administrative Agent, any other Lender, or the directors, officers, agents or employees of the Agent or Revolver Agent, the Arranger and their respective Affiliatesof any other Lender, 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 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 with this Agreement and the other Loan Documents, including the decision to enter into this Agreement, and (bii) its own appraisal of the creditworthiness of Holdings, the Borrower and its Subsidiaries. Except for information or notices provided to the Restricted Subsidiaries and, except as expressly provided in Agent pursuant to the terms of this Agreement, which the Administrative AgentAgent agrees to provide each Lender timely copies thereof, Revolver the 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 Revolving Loans or at any time or times thereafter. . (b) The Administrative Agent, the Revolver Agent, the Arranger and any of their respective Affiliates Agent shall not be responsible to any Lender for the truth, accuracy or the holder completeness 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, collectabilitycollectibility, priority or sufficiency of this Agreement or any other Loan Document the Notes 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 Documentthe Notes, or the financial condition of Holdings, the Borrower or any of the Restricted Subsidiaries 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. Security Agent, the Issuing Bank and the Swingline Lender. (a) Independently and without reliance upon the Administrative Agent or Revolver Agent, the Arranger and their respective AffiliatesSecurity Agent, the Issuing Bank or the Swingline Lender, 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 Consolidated Companies 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 Consolidated Companies, the Borrower and the Restricted Subsidiaries and, except as expressly provided in this Agreement, neither the Administrative Agent, Revolver Agent and the Arranger and any of their respective Affiliates Security Agent, the Issuing Bank nor the Swingline Lender 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 any Loans, the Loans purchasing of participations in any Letter of Credit or any Swingline Loan, or at any time or times thereafter. The Administrative . (b) Neither the Agent, the Revolver Security Agent, the Arranger and any of their respective Affiliates Issuing Bank nor the Swingline Lender 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, collectabilitycollectibility, priority or sufficiency of this Agreement Agreement, the Notes, and the other Credit Documents, or any other Loan Document documents contemplated hereby or thereby, or the financial condition of Holdingsthe Consolidated Companies, 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, and the other Credit Documents, or any the other Loan Documentdocuments contemplated hereby or thereby, or the financial condition of Holdingsthe Consolidated Companies, 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 (a) Each Lender expressly acknowledges that neither the Agent nor any of its Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them has made any representation or warranty to it and that no act by the Agent hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Agent to any Lender. (b) Each Lender represents to the Agent and the other Lenders that it has, independently and without reliance upon the Administrative Agent or Revolver Agent, the Arranger and their respective Affiliates, each Lender and the holder other Lenders and based on such documents and information as it has deemed appropriate, made its own appraisal of each Noteand investigation into the business, prospects, operations, property, financial and other conditions and creditworthiness of the Borrower and its Subsidiaries and made its own decision to enter into this Agreement and extend credit to the extent Borrower hereunder. Each Lender also represents that it deems appropriatewill, has made independently and without reliance upon the Agent and the other Lenders and based on such documents and information as it shall deem appropriate at the time, continue to make (a) its own independent investigation of the financial condition credit analysis, appraisals and affairs of Holdings, the Borrower and the Restricted Subsidiaries decisions in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith under this Agreement, and (b) its own appraisal of to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the Borrower and its Subsidiaries. (c) Except for notices, reports and other documents expressly required to be furnished to the Restricted Subsidiaries and, except as expressly provided in this AgreementLenders by the Agent hereunder or requested by any Lender, 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 or the holder of any Note with any credit or other information with respect theretoconcerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower, its Subsidiaries or any other Person that may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates, whether coming into its possession before the making of the Loans or at any time or times thereafter. . (d) 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 for any recitals, statements, information, representations or warranties herein or in any other Loan Document or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of this Agreement or any other Loan Document or the financial condition of Holdingsthe Borrower, the Borrower its Subsidiaries or any of the Restricted Subsidiaries other Person, 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 Holdingsthe Borrower, the Borrower its Subsidiaries or any of the Restricted Subsidiaries other Person or the existence or possible existence of any Default or Event of Default. . (e) The Agents may in good faith ask for such information Agent shall be under no obligation 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 duty to take any action under a this Agreement or any other Loan Document and none of the Agents shall be deemed to be liable to any Lender for so if taking or so declining to take such action until (i) would subject the Agent to a tax in any jurisdiction where it shall have received is not then subject to a tax or (ii) would require the Agent to qualify to do business in any jurisdiction where it is not then so qualified, unless the Agent receives security or indemnity satisfactory to it against such information tax (or equivalent liability), or any liability resulting from such qualification, in each case as results from the taking of such action under this Agreement or any other Loan Document or (iii) would subject the Agent to in personam jurisdiction in any locations where it is not then so reasonably requestedsubject.

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, 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.