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. 41 8.1 Reliance 41 8.2 No Warranties or Liability 41 8.3 No Waivers 41 SECTION 9. Obligations Unconditional 41
Reliance Waivers Etc. 53 8.1 Reliance..................................................................................................................53 8.2
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. Section 7.1 Reliance 69 Section 7.2 No Warranties or Liability 69 Section 7.3 No Waiver of Lien Priorities 70 Section 7.4 Obligations Unconditional 72
Reliance Waivers Etc. (a) Each of Xxxxxxx and the Indenture Trustee acknowledges and agrees that neither Indenture Trustee nor Xxxxxxx has made any representation or warranty with respect to the execution, validity, legality, completeness, collectability or enforceability of the Loan Documents or the Indenture Documents.
(b) No right or benefit of any party hereunder shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such party or any other party hereto or by any noncompliance by Manhattan Bridge or the Issuer with the terms and conditions of any of the Loan Documents or the Indenture Documents.
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. 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. 45
7.1 Reliance 45 7.2 No Warranties or Liability 45 7.3 No Waiver of Lien Priorities 46 7.4 Waiver of Liability 47 7.5 Obligations Unconditional 48 8.1 Conflicts 49 8.2 Effectiveness; Continuing Nature of this Agreement; Severability 49 8.3 Amendments; Waivers 50 8.4 Information Concerning Financial Condition of the Obligors and its Subsidiaries 51 8.5 Subrogation 51 8.6 Application of Payments 51 8.7 SUBMISSION TO JURISDICTION; WAIVERS 52 8.8 Notices 53 8.9 Further Assurances 53 8.10 CHOICE OF LAW 53 8.11 Binding on Successors and Assigns 54 8.12 Headings 54 8.13 Counterparts 54 8.14 Authorization; Binding Effect on Claimholders 54 8.15 Exclusive Means of Exercising Rights under this Agreement 54 8.16 No Third Party Beneficiaries; Provisions Solely to Define Relative Rights 56 8.17 No Indirect Actions 56 8.18 Obligors; Additional Obligors 56 8.19 Right of First Lien Collateral Agent to Continue 57 8.20 Claimholders 57 8.21 Additional Obligations 57 8.22 Additional Intercreditor Agreements 58 This INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, this “Agreement”) is dated as of [ ], 20[ ], and entered into by and among JEFFERIES FINANCE LLC (“Jefferies”), in its capacity as collateral agent under the First Lien Credit Agreement and the First Lien Collateral Documents relating thereto (in each case, as defined below) (in such capacity and together with its successors and assigns in such capacity, the “First Lien Credit Agreement Collateral Agent”), [ ] (“[ ]”) in its capacity as collateral agent under the Second Lien Credit Agreement and the Second Lien Collateral Documents relating thereto (in each case, as defined below) (in such capacity and together with its successors and assigns in such capacity, the “Second Lien Credit Agreement Collateral Agent”), each other FIRST LIEN COLLATERAL AGENT that is from time to time party hereto, each other SECOND LIEN COLLATERAL AGENT that is from time to time party hereto, each other REPRESENTATIVE (as defined below) that is from time to time party hereto, and acknowledged and agreed to by CERTARA HOLDCO, INC., a Delaware corporation (the “Parent Borrower”), CERTARA USA, INC., a Delaware corporation (the “Co-Borrower” and together with the Parent Borrower, the “Borrowers”), EQT AVATAR INTERMEDIATE, INC., a Delaware corporation (“Holdings”), and the other OBLIGORS (as defined below). Capitalized terms used in this Agreement have the meanings ...
