No Warranties or Liability. The Term Collateral Agent, on behalf of itself and the Term Obligations, and the Notes Collateral Agent, for itself and on behalf of the Notes Secured Parties, acknowledge and agree that the ABL Collateral Agent and the ABL Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the ABL Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The ABL Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The ABL Collateral Agent and the ABL Secured Parties shall have no duty to the Term Collateral Agent, or any of the Term Secured Parties, the Notes Collateral Agent or any of the Notes Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the ABL Documents, the Term Documents and the Notes Documents), regardless of any knowledge thereof which they may have or be charged with.
Appears in 4 contracts
Samples: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
No Warranties or Liability. The Term ABL Facility Collateral Agent, on behalf of itself and the Term Obligations, and the Notes Collateral Agent, for itself and on behalf of the Notes other ABL Facility Secured Parties, acknowledge acknowledges and agree agrees that the ABL Term Loan Collateral Agent and the ABL Term Loan Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the ABL Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The ABL Term Loan Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The ABL Term Loan Collateral Agent and the ABL Term Loan Secured Parties shall have no duty to the Term Collateral Agent, or any of the Term Secured Parties, the Notes ABL Facility Collateral Agent or any of the Notes ABL Facility Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company Borrower or any other Grantor (including the ABL Documents, the Term Loan Documents and the Notes ABL Facility Documents), regardless of any knowledge thereof which they may have or be charged with.
Appears in 3 contracts
Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (Jill Intermediate LLC), Abl Credit Agreement (Jill Intermediate LLC)
No Warranties or Liability. The Term Loan Collateral Agent, on behalf of itself and the other Term Obligations, and the Notes Collateral Agent, for itself and on behalf of the Notes Loan Secured Parties, acknowledge acknowledges and agree agrees that the ABL Facility Collateral Agent and the ABL Facility Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the ABL Facility Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The ABL Facility Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Facility Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The ABL Facility Collateral Agent and the ABL Facility Secured Parties shall have no duty to the Term Collateral Agent, or any of the Term Secured Parties, the Notes Loan Collateral Agent or any of the Notes Term Loan Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company Borrower or any other Grantor (including the ABL Documents, the Term Facility Documents and the Notes Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with.
Appears in 3 contracts
Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (Jill Intermediate LLC), Abl Credit Agreement (Jill Intermediate LLC)
No Warranties or Liability. The Term Second Lien Collateral Agent, on behalf of itself and the Term ObligationsNoteholders, acknowledges and the Notes Collateral Agent, for itself and on behalf agrees that each of the Notes Secured Parties, acknowledge and agree that the ABL First Lien Collateral Agent and the ABL Secured Parties have other First Lien Creditors has made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The ABL Secured Parties First Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Documents to Borrower in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The ABL Collateral Agent , and the ABL Secured Parties shall have no duty First Lien Creditors may manage their loans and extensions of credit without regard to any rights or interests that the Term Collateral Agent, or any of the Term Secured Parties, the Notes Second Lien Collateral Agent or any of the Notes Secured Parties Noteholders have in the Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither the First Lien Collateral Agent nor any First Lien Creditor shall have any duty to the Second Lien Collateral Agent or any of the Noteholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company CSC or any other Grantor of its subsidiaries (including the ABL Documents, the Term Documents and the Notes Noteholder Documents), regardless of any knowledge thereof which they the First Lien Collateral Agent or any First Lien Creditor may have or be charged with.
Appears in 2 contracts
Samples: Intercreditor Agreement (Coinmach Service Corp), Indenture (Coinmach Service Corp)
No Warranties or Liability. The Term Collateral Each of the First-Lien Security Agent, on behalf of itself and the Term ObligationsFirst-Lien Secured Parties, and the Notes Collateral Second-Lien Security Agent, for itself and on behalf of itself and the Notes Second-Lien Secured Parties, acknowledge acknowledges and agree agrees that the ABL Collateral Agent and the ABL Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the ABL Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The ABL Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The ABL Collateral Agent and the ABL Secured Parties shall have no duty to the Term Collateral First-Lien Security Agent, or any of the Term First-Lien Secured Parties, the Notes Collateral Second-Lien Security Agent or any of the Notes Second-Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the ABL Documents, the Term First-Lien Documents and the Notes Second-Lien Documents), regardless of any knowledge thereof which they may have or be charged with.
Appears in 1 contract
Samples: Term Loan Credit Agreement (AdvancePierre Foods Holdings, Inc.)
No Warranties or Liability. The Term Second Lien Collateral Agent, on behalf of itself and the Term ObligationsNoteholders, acknowledges and the Notes Collateral Agent, for itself and on behalf agrees that each of the Notes Secured Parties, acknowledge and agree that the ABL First Lien Collateral Agent and the ABL Secured Parties have other First Lien Creditors has made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the ABL Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The ABL Secured Parties First Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Documents to the Borrower in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The ABL Collateral Agent , and the ABL Secured Parties shall have no duty First Lien Creditors may manage their loans and extensions of credit without regard to any rights or interests that the Term Collateral Agent, or any of the Term Secured Parties, the Notes Second Lien Collateral Agent or any of the Notes Secured Parties Noteholders have in the Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither the First Lien Collateral Agent nor any First Lien Creditor shall have any duty to the Second Lien Collateral Agent or any of the Noteholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company CSC or any other Grantor of its subsidiaries (including the ABL Documents, the Term Documents and the Notes Noteholder Documents), regardless of any knowledge thereof which they the First Lien Collateral Agent or any First Lien Creditor may have or be charged with.
Appears in 1 contract
Samples: Intercreditor Agreement (Appliance Warehouse of America Inc)
No Warranties or Liability. The Term Collateral First-Lien Agent, on behalf of itself and the Term ObligationsFirst-Lien Secured Parties under the First-Lien Documents, acknowledges and the Notes Collateral Agent, for itself and on behalf agrees that each of the Notes Secured Parties, acknowledge and agree that the ABL Collateral Second-Lien Agent and the ABL other Second-Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the ABL Second-Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The ABL Second-Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL the Second-Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The ABL Collateral Second-Lien Agent, on behalf of itself and the Second-Lien Secured Parties, acknowledges and agrees that each of the First-Lien Agent and the ABL First-Lien Secured Parties shall have made no duty express or implied representation or warranty, including with respect to the Term Collateral Agentexecution, validity, legality, completeness, collectibility or enforceability of any of the Term Secured Parties, the Notes Collateral Agent or any of the Notes Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the ABL First-Lien Documents, the Term Documents and the Notes Documents), regardless ownership of any knowledge thereof which Collateral or the perfection or priority of any Liens thereon. The First-Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien Documents in accordance with law and as they may have or be charged with.otherwise, in their sole discretion,
Appears in 1 contract
No Warranties or Liability. The Term Collateral Agent, on behalf of itself and the Term Obligations, and the Notes Collateral Loan Agent, for itself and on behalf of the Notes other Term Loan Secured Parties, acknowledge acknowledges and agree agrees that each of the ABL Collateral Revolving Credit Agent and the ABL other Revolving Credit Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the ABL Revolving Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The ABL Term Loan Agent agrees, for itself and on behalf of the other Term Loan Secured Parties, that the Revolving Credit Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL the Revolving Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The ABL Collateral Agent , and the ABL Revolving Credit Secured Parties shall have no duty may manage their loans and extensions of credit without regard to any rights or interests that the Term Collateral Agent, or any of the Term Secured Parties, the Notes Collateral Loan Agent or any of the Notes other Term Loan Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Agreement. Neither the Revolving Credit Agent nor any of the other Revolving Credit Secured Parties shall have any duty to the Term Loan Agent or any of the other Term Loan Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements (other than this Agreement) with the Company or any other Grantor (including the ABL Documents, the Term Documents and the Notes Loan Documents), regardless of any knowledge thereof which they may have or be charged with.
Appears in 1 contract
Samples: Credit Agreement (Hhgregg, Inc.)
No Warranties or Liability. The Term Collateral Loan Security Agent, on behalf of itself and the Term Obligations, and the Notes Collateral Agent, for itself and on behalf of the Notes Loan Secured Parties, acknowledges and agrees (and by their acceptance of the benefits hereof, each of the Term Loan Secured Parties acknowledge and agree agree) that the ABL Collateral Facility Security Agent and the ABL Facility Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the ABL Facility Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The ABL Facility Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Facility Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The ABL Collateral Facility Security Agent and the ABL Facility Secured Parties shall have no duty to the Term Collateral Agent, Loan Security Agent or any of the Term Secured Parties, the Notes Collateral Agent or any of the Notes Loan Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company any Borrower or any other Grantor (including the ABL Documents, the Term Facility Documents and the Notes Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with.
Appears in 1 contract
No Warranties or Liability. The Term Collateral ABL Facility Security Agent, on behalf of itself and the Term Obligations, and the Notes Collateral Agent, for itself and on behalf of the Notes ABL Facility Secured Parties, acknowledges and agrees (and by their acceptance of the benefits hereof, each of the ABL Facility Secured Parties acknowledge and agree agree) that the ABL Collateral Term Loan Security Agent and the ABL Term Loan Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the ABL Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The ABL Term Loan Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The ABL Collateral Term Loan Security Agent and the ABL Term Loan Secured Parties shall have no duty to the Term Collateral Agent, or any of the Term Secured Parties, the Notes Collateral ABL Facility Security Agent or any of the Notes ABL Facility Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company any Borrower or any other Grantor (including the ABL Documents, the Term Loan Documents and the Notes ABL Facility Documents), regardless of any knowledge thereof which they may have or be charged with.
Appears in 1 contract
No Warranties or Liability. The Term Each Pari Passu Collateral Agent, on behalf of itself and the Term Obligations, and the Notes Collateral Agent, for itself and on behalf of the Notes respective Pari Passu Secured Parties, acknowledge acknowledges and agree agrees that the ABL Collateral Facility Agent and the ABL Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the ABL Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The ABL Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The ABL Collateral Facility Agent and the ABL Secured Parties shall have no duty to the Term Pari Passu Collateral Agent, Agents or any of the Term Pari Passu Secured Parties, the Notes Collateral Agent or any of the Notes Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company Parent Borrower or any other Grantor (including the ABL Documents, the Term Documents and the Notes Pari Passu Documents), regardless of any knowledge thereof which they may have or be charged with.
Appears in 1 contract
Samples: Junior Lien Intercreditor Agreement (FTS International, Inc.)
No Warranties or Liability. The Term Collateral Agent, on behalf of itself and the Term Obligations, and the Notes Collateral Loan Agent, for itself and on behalf of the Notes other Term Loan Secured Parties, acknowledge acknowledges and agree agrees that the each of ABL Collateral Agent and the other ABL Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the ABL Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Term Loan Agent agrees, for itself and on behalf of the other Term Loan Secured Parties, that the ABL Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective the ABL Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The ABL Collateral Agent , and the ABL Secured Parties shall have no duty may manage their loans and extensions of credit without regard to the any rights or interests that Term Collateral Agent, or any of the Term Secured Parties, the Notes Collateral Loan Agent or any of the Notes other Term Loan Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Agreement. Neither ABL Agent nor any of the other ABL Secured Parties shall have any duty to Term Loan Agent or any of the other Term Loan Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the ABL Documents, the Term Documents and the Notes Loan Documents), regardless of any knowledge thereof which they may have or with which they may be charged withcharged.
Appears in 1 contract