Reliance Waivers Etc Sample Clauses

Reliance Waivers Etc. Other than any reliance on the terms of this Agreement, the ABL Facility Collateral Agent, on behalf of itself and the other ABL Facility Secured Parties, acknowledges that it and such ABL Facility Secured Parties, as the case may be, have, independently and without reliance on the Term Loan Collateral Agent or any Term Loan Secured Parties, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into the ABL Facility Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the ABL Facility Credit Agreement or this Agreement.

Reliance Waivers Etc. 23 7.1 Reliance...................................................................................... 23 7.2 No Warranties or Liability.................................................................... 24 7.3 No Waiver of Lien Priorities.................................................................. 24

Reliance Waivers Etc. 37 7.1 Reliance 37 7.2 No Warranties or Liability 38 7.3 Obligations Unconditional 38 SECTION 8. Miscellaneous 39

Reliance Waivers Etc. Section 7.01 Reliance 37 Section 7.02 No Warranties or Liability 37 Section 7.03 No Waiver of Lien Priorities 38 Section 7.04 Obligations Unconditional 39

Reliance Waivers Etc. 12 6.1 Reliance........................................................................... 12 6.2

Reliance Waivers Etc. 7.1 Reliance Other than any reliance on the terms of this Agreement, the First Lien Collateral Agent, on behalf of itself and the First Lien Claimholders under its First Lien Loan Documents, acknowledges that it and such First Lien Claimholders have, independently and without reliance on the Second Lien Collateral Agent or any Second Lien Claimholders, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into such First Lien Loan Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the First Lien Credit Agreement or this Agreement. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, acknowledges that it and the Second Lien Claimholders have, independently and without reliance on the First Lien Collateral Agent or any First Lien Claimholder, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each of the Second Lien Loan Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the Second Lien Loan Documents or this Agreement.

Reliance Waivers Etc. 3940 8.1 Reliance 3940 8.2 No Warranties or Liability 4041 8.3 No Waivers 4041 SECTION 9. Obligations Unconditional 4041

Reliance Waivers Etc. 7.1. Reliance (a) Junior Agent, on behalf of itself and each Junior Claimholder, acknowledges that it and the Junior Claimholders are not entitled to rely on any credit decisions or other decisions made by Senior Agent or any Senior Claimholder in taking or not taking any action under the applicable Junior Lien Document or this Agreement.

Reliance Waivers Etc. 40 10.1 Reliance 40 10.2 No Warranties or Liability 40 10.3 No Waiver of Lien Priorities 41 10.4 Obligations Unconditional 42 10.5 Amendments to ABL Documents 42 10.6 Amendments to Term Loan Documents 43 Section 11. Miscellaneous 44 11.1 Conflicts 44 11.2 Continuing Nature of this Agreement; Severability 44 11.3 Refinancing 45 11.4 Amendments; Waivers 46 11.5 Subrogation 46 11.6 Notices 46 11.7 Further Assurances 47 11.8 Consent to Jurisdiction; Waiver of Jury Trial 47 11.9 Governing Law 47 11.10 Binding on Successors and Assigns 48 11.11 Specific Performance 48 11.12 Section Titles; Time Periods 48 11.13 Counterparts 48 11.14 Authorization 48 11.15 No Third Party Beneficiaries 48 11.16 Additional Grantors 48 THIS INTERCREDITOR AGREEMENT (“Agreement”), dated as of March 21, 2013, is by and among Xxxxx Fargo Bank, National Association in its capacity as ABL Agent (as hereinafter defined) pursuant to the ABL Agreement (as hereinafter defined) acting for and on behalf of the ABL Secured Parties (as hereinafter defined), and Xxxxxxx Sachs Bank USA in its capacity as Term Loan Agent (as hereinafter defined) pursuant to the Term Loan Agreement (as hereinafter defined) acting for and on behalf of the Term Loan Secured Parties (as hereinafter defined).

Reliance Waivers Etc. 52 8.1 Reliance 52 8.2 No Warranties or Liability 52 8.3 Obligations Unconditional 53 SECTION 9. MISCELLANEOUS 53 9.1 Conflicts 53 9.2 Term of this Agreement; Severability 54