Common use of No Reliance; Information Clause in Contracts

No Reliance; Information. Each Collateral Agent, for itself and on behalf of the applicable other Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Documents to which they are party and (b) it and such Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Borrower, Holdings or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 3 contracts

Samples: Intercreditor Agreement (STR Holdings LLC), Intercreditor Agreement (STR Holdings, Inc.), Intercreditor Agreement (STR Holdings (New) LLC)

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No Reliance; Information. Each Collateral Agent, for itself and on behalf of the applicable respective other Secured Parties, acknowledges that (a) it and such the respective Secured Parties have, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party andor Third Lien Secured Party, (ii) in the case of the Second Lien Secured Parties, any First Lien Secured Party or Third Lien Secured Party, and (iii) in the case of the Third Lien Secured Parties, any First Lien Secured Party or Second Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Note Documents to which they are party and (b) it and such the respective Secured Parties will, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party andor Third Lien Secured Party, (ii) in the case of the Second Lien Secured Parties, any First Lien Secured Party or Third Lien Secured Party, and (iii) in the case of the Third Lien Secured Parties, any First Lien Secured Party or Second Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Note Document to which they are party. The Each of the First Lien Secured Parties, the Second Lien Secured Parties and the Second Third Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien other Secured Party, respectively, any information relating to the BorrowerParent, Holdings Company or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party, any Second Lien Secured Party or any Second Third Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, to any Second Lien Secured Party or any First Lien other Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 3 contracts

Samples: Intercreditor Agreement (Manchester Financial Group, LP), Intercreditor Agreement (Navation, Inc.), Intercreditor Agreement (NextWave Wireless Inc.)

No Reliance; Information. Each Collateral Administrative Agent, for itself and on behalf of the applicable other Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they hey have deemed appropriate, made their own credit analysis analyses and decision decisions to enter into the Loan Documents to which they are party and (b) it and such Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision decisions in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Borrower, Holdings Company or any of the its Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known know to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 3 contracts

Samples: Credit Agreement (Sundance Energy Australia LTD), Credit Agreement (Sundance Energy Australia LTD), Credit Agreement (Sundance Energy Australia LTD)

No Reliance; Information. Each Collateral Agent, for itself and on behalf of the applicable other Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis analyses and decision decisions to enter into the Loan Documents to which they are party and (b) it and such Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision decisions in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Borrower, Holdings Borrower or any of the its Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 2 contracts

Samples: Credit Agreement (Titan Energy, LLC), Credit Agreement (Titan Energy, LLC)

No Reliance; Information. Each Collateral Agent, for itself The First Lien Secured Parties and on behalf of the applicable other Junior Lien Secured Parties, acknowledges Parties acknowledge that (a) it and such Secured Parties have, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Junior Lien Secured Party andParty, and (ii) in the case of the Second Junior Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision decisions to enter into the Loan Secured Debt Documents to which they are party party, and (b) it and such Secured Parties will, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Junior Lien Secured Party and, and (ii) in the case of the Second Junior Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision decisions in taking or not taking any action under this Agreement or any other Loan Secured Debt Document to which they are party. The First Lien Secured Parties and the Second Junior Lien Secured Parties shall have no duty to disclose to any Second Junior Lien Secured Party or to any First Lien Secured Party, respectivelyas the case may be, any information relating to the Borrower, Holdings Company or any of the Subsidiariesother Grantors, or any other circumstance bearing upon the risk of nonpayment non-payment of any of the First Lien Obligations or the Second Junior Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Junior Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, to any Second Junior Lien Secured Party or any First Lien Secured Party, as the case may be, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to ; provide any additional information or to provide any such information on any subsequent occasion occasion; or (iii) to undertake any investigation.

Appears in 2 contracts

Samples: Intercreditor Agreement, Intercreditor Agreement (Pacific Drilling S.A.)

No Reliance; Information. Each Collateral Agent, for itself and on behalf of the applicable respective other Secured Parties, acknowledges that (a) it and such the respective Secured Parties have, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party and, and (ii) in the case of the Second Lien lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Documents to which they are party and (bh) it and such the respective Secured Parties Parties, will, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party and, and (ii) in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time time, to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The Each of the First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien other Secured Party, respectively, any information relating to Holdings, the Borrower, Holdings Borrower or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, to any Second Lien Secured Party or any First Lien other Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 2 contracts

Samples: Intercreditor Agreement (SafeNet Holding Corp), Intercreditor Agreement (SafeNet Holding Corp)

No Reliance; Information. Each Collateral Agent, for itself and on behalf of the applicable other Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Documents to which they are party and (b) it and such Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Borrower, Holdings Borrower or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 2 contracts

Samples: Intercreditor Agreement (Crimson Exploration Inc.), Intercreditor Agreement (Atp Oil & Gas Corp)

No Reliance; Information. Each Collateral Agent, for itself and on behalf of the applicable respective other Secured Parties, acknowledges that (a) it and such the respective Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Documents to which they are party and (b) it and such the respective Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to Holdings, the Borrower, Holdings Borrower or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 2 contracts

Samples: Intercreditor Agreement (Hawkeye Holdings, Inc.), Intercreditor Agreement (Hawkeye Holdings, Inc.)

No Reliance; Information. Each Collateral Administrative Agent, for itself and on behalf of the applicable other Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis analyses and decision decisions to enter into the Loan Documents to which they are party and (b) it and such Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision decisions in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Borrower, Holdings Company or any of the its Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 2 contracts

Samples: Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.)

No Reliance; Information. Each Collateral AgentAuthorized Representative, for itself and on behalf of the applicable other its Related Secured Parties, acknowledges that (a) it such Authorized Representative and such its Related Secured Parties have, independently and without reliance upon, in the case upon any other Authorized Representative or any of the First Lien its Related Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Secured Credit Documents to which they are party and (b) it such Authorized Representative (other and such its Related Secured Parties will, independently and without reliance upon, in the case upon any other Authorized Representative or any of the First Lien its Related Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Secured Credit Document to which they are party. The First Lien Authorized Representative or Secured Parties and the Second Lien Secured Parties of any Class shall have no duty to disclose to any Second Lien Collateral Agent or any Secured Party or to of any First Lien Secured Party, respectively, other Class any information relating to the Borrower, Holdings Borrower or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In If the event Authorized Representative or any First Lien Secured Party or of any Second Lien Secured PartyClass, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectivelyas the case may be, the Authorized Representative or any Second Lien Secured Party or of any First Lien Secured Partyother Class, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (Integra Leasing As)

No Reliance; Information. Each (a) The Priority Lien Collateral Agent, for itself and on behalf of the applicable other Secured Partiesholders of Priority Lien Obligations, acknowledges that (ai) it and such Secured Parties have, the holders of Priority Lien Obligations have independently and without reliance upon, in the case upon any holder of the First Parity Junior Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured PartyObligations, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Priority Lien Documents to which they are party and (bii) it and such Secured Parties will, the holders of Priority Lien Obligations will independently and without reliance upon, in the case upon any holder of the First Parity Junior Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, Obligations and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Priority Lien Document to which they are party. The First holders of Priority Lien Secured Parties and the Second Lien Secured Parties Obligations shall have no duty to disclose to any Second holder of Parity Junior Lien Secured Party or to any First Lien Secured Party, respectively, Obligations any information relating to the BorrowerHoldings, Holdings any other Grantor or any of the their Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First holder of Priority Lien Secured Party or any Second Lien Secured PartyObligations, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, to any Second holder of Parity Junior Lien Secured Party or any First Lien Secured PartyObligations, it shall be under no obligation (iA) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (iiB) to provide any additional information or to provide any such information on any subsequent occasion or (iiiC) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (Neff Finance Corp.)

No Reliance; Information. Each Collateral AgentAuthorized Representative, for itself and on behalf of the applicable other its Related Secured Parties, acknowledges that (a) it such Authorized Representative and such its Related Secured Parties have, independently and without reliance uponupon the Collateral Agent, in the case any other Authorized Representative or any of the First Lien its Related Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan First Lien Credit Documents to which they are party and (b) it such Authorized Representative and such its Related Secured Parties will, independently and without reliance uponupon the Collateral Exhibit 10.1 Agent, in the case any other Authorized Representative or any of the First Lien its Related Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan First Lien Credit Document to which they are party. The First Lien Collateral Agent or the Authorized Representative or Secured Parties and the Second Lien Secured Parties of any Class shall have no duty to disclose to any Second Lien Secured Party or to of any First Lien Secured Party, respectively, other Class any information relating to the Borrower, Holdings Company or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In If the event Collateral Agent or the Authorized Representative or any First Lien Secured Party or of any Second Lien Secured PartyClass, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectivelyas the case may be, the Authorized Representative or any Second Lien Secured Party or of any First Lien Secured Partyother Class, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Assignment and Assumption (Healthsouth Corp)

No Reliance; Information. Each Collateral Agent, for itself and on behalf of the applicable respective other Secured Parties, acknowledges that (a) it and such the respective Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Documents to which they are party and (b) it and such the respective Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Borrower, Holdings Company or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliatesaffiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (Sterling Chemicals Inc)

No Reliance; Information. Each Collateral Administrative Agent, for itself and on behalf of the applicable other Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis analyses and decision decisions to enter into the Loan Documents to which they are party and (b) it and such Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision decisions in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party, and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Borrower, Holdings Borrower or any of the its Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (Callon Petroleum Co)

No Reliance; Information. Each Collateral Administrative Agent, for itself and on behalf of the applicable other Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party andParty, and (ii) in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis analyses and decision decisions to enter into the Loan Facility Documents to which they are party party, and (b) it and such Secured Parties will, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party and, and (ii) in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision decisions in taking or not taking any action under this Agreement or any other Loan Facility Document to which they are party. The First Lien No Secured Parties and the Second Lien Secured Parties Party shall have no any duty to disclose to any Second Lien Secured Party or to any First Lien other Secured Party, respectively, any information relating to the BorrowerParent, Holdings the Company or any of the SubsidiariesSubsidiary, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, to any Second Lien Secured Party or any First Lien other Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (Penn Virginia Corp)

No Reliance; Information. Each Collateral of the First Lien Administrative Agent and the Second Lien Administrative Agent, for itself and on behalf of the applicable respective other Secured Parties, acknowledges that (a) it and such the respective Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Documents to which they are party and (b) it and such the respective Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The Except as otherwise specifically provided in this Agreement, the First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Borrower, Holdings Borrower or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may beIndebtedness, that is known or becomes known to any of them or any of their Affiliatesaffiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (ABC Funding, Inc)

No Reliance; Information. Each Collateral The Senior Agent, for itself and on behalf of the applicable other Senior Secured Parties, and the Junior Creditor each hereby acknowledges that (a) it and such Senior Secured Parties Party have, independently and without reliance upon, in the case of the First Lien Senior Secured Parties, any Second Lien Secured Party the Junior Creditor and, in the case of the Second Lien Secured PartiesJunior Creditor, any First Lien Senior Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Senior Loan Documents and Junior Loan Documents, as applicable, to which they are party and (b) it and such Senior Secured Parties Party or Junior Creditor will, independently and without reliance upon, in the case of the First Lien Senior Secured Parties, any Second Lien Secured Party the Junior Creditor and, in the case of the Second Lien Secured PartiesJunior Creditor, any First Lien Senior Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Senior Secured Parties and the Second Lien Secured Parties Junior Creditor shall have no duty to disclose to any Second Lien Secured Party the Junior Creditor or to any First Lien Senior Secured Party, respectively, any information relating to the Borrower, Holdings or any of the SubsidiariesGrantors, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Senior Obligations or the Second Lien Junior Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Senior Secured Party or any Second Lien Secured Partythe Junior Creditor, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party the Junior Creditor or any First Lien Senior Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Credit Agreement (Spark Energy, Inc.)

No Reliance; Information. Each Second Lien Collateral AgentAgent and Second Lien Representative, for itself and on behalf of the applicable other Secured Partiestheir Related Second Lien Claimholders, acknowledges that (a) it and such Secured Parties their Related Second Lien Claimholders have, independently and without reliance upon, in the case of the First Lien Secured Parties, upon any Second Lien Secured Party andCollateral Agent, in the case of the Second Lien Secured Parties, Representative or any First Related Second Lien Secured PartyClaimholders, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Second Lien Documents to which they are party and (b) it and such Secured Parties their Related Second Lien Claimholders will, independently and without reliance upon, in the case of the First Lien Secured Parties, upon any Second Lien Secured Party andCollateral Agent, in the case of the Second Lien Secured Parties, Representative or any First of their Related Second Lien Secured PartyClaimholders, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are partySecond Lien Document. The First Lien Secured Parties and the Second Lien Secured Parties Collateral Agent, Second Lien Representative or Second Lien Claimholders of any Class shall have no duty to disclose to any Second Lien Secured Party Collateral Agent, Second Lien Representative or to any First Second Lien Secured Party, respectively, Claimholder of any other Class any information relating to the Borrower, Holdings Company or any of the other Grantors or their respective Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In If the event any First Second Lien Secured Party Collateral Agent, Second Lien Representative or any Second Lien Secured PartyClaimholder of any Class, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectivelyas the case may be, the Second Lien Collateral Agent, Second Lien Representative or any Second Lien Secured Party or Claimholder of any First Lien Secured Partyother Class, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (Summit Midstream Partners, LP)

No Reliance; Information. Each The First Lien Collateral Agent, for itself and on behalf of the applicable First Lien Consenting Lenders, and the Second Lien Collateral Agent, for itself and on behalf of the other Term Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured PartiesConsenting Lenders, any Second Lien Secured Party and, in the case of the Second Lien Term Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Documents to which they are party and (b) it and such Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured PartiesConsenting Lenders, any Second Lien Secured Party and, in the case of the Second Lien Term Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectivelyas the case may be, any information relating to the Borrower, Holdings Borrower or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event If any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectivelyas the case may be, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.it

Appears in 1 contract

Samples: Intercreditor Agreement

No Reliance; Information. Each Collateral Agent, for itself and on behalf of the applicable respective other Secured Parties, acknowledges that (a) it and such the respective Secured Parties have, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party andor Third Lien Secured Party, (ii) in the case of the Second Lien Secured Parties, any First Lien Secured Party or Third Lien Secured Party, and (iii) in the case of the Third Lien Secured Parties, any First Lien Secured Party or Second Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Note Documents to which they are party and (b) it and such the respective Secured Parties will, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party andor Third Lien Secured Party, (ii) in the case of the Second Lien Secured Parties, any First Lien Secured Party or Third Lien Secured Party, and (iii) in the case of the Third Lien Secured Parties, any First Lien Secured Party or Second Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Note Document to which they are party. The Each of the First Lien Secured Parties, the Second Lien Secured Parties and the Second Third Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien other Secured Party, respectively, any information SF1:727688 relating to the BorrowerParent, Holdings Company or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party, any Second Lien Secured Party or any Second Third Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, to any Second Lien Secured Party or any First Lien other Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (NextWave Wireless Inc.)

No Reliance; Information. Each Collateral AgentRepresentative, for itself and on behalf of the applicable other its respective Secured Parties, acknowledges that (a) it and and/or such Secured Parties have, independently and without reliance upon, in the case of the First Lien Revolving Facility Secured Parties, any Second Lien Noteholder Secured Party and, in the case of the Second Lien Noteholder Secured Parties, any First Lien Revolving Facility Secured Party, and based on to the extent such documents and information as they Representative shall have deemed appropriateconducted a credit analysis, made their own credit analysis and decision to enter into the Loan Debt Documents to which they are party based on such documents and information as they have deemed appropriate and (b) it and and/or such Secured Parties will, independently and without reliance upon, in the case of the First Lien Revolving Facility Secured Parties, any Second Lien Noteholder Secured Party and, in the case of the Second Lien Noteholder Secured Parties, any First Lien Revolving Facility Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Intercreditor Agreement or any other Loan Debt Document to which they are party. The First Lien Revolving Facility Secured Parties and the Second Lien Noteholder Secured Parties shall have no duty to disclose to any Second Lien Noteholder Secured Party or to any First Lien Revolving Facility Secured Party, respectively, any information relating to the BorrowerHoldings, Holdings ACL or any of the Subsidiariestheir respective Subsidiaries (including any Grantor), or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Revolving Credit Obligations or the Second Lien Noteholder Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Revolving Facility Secured Party or any Second Lien Noteholder Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Noteholder Secured Party or any First Lien Revolving Facility Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (Jeffboat LLC)

No Reliance; Information. Each The First Lien Collateral Agent, for itself and on behalf of the applicable First Lien Consenting Lenders, and the Second Lien Collateral Agent, for itself and on behalf of the other Term Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured PartiesConsenting Lenders, any Second Lien Secured Party and, in the case of the Second Lien Term Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Documents to which they are party and (b) it and such Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured PartiesConsenting Lenders, any Second Lien Secured Party and, in the case of the Second Lien Term Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectivelyas the case may be, any information relating to the Borrower, Holdings Borrower or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event If any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectivelyas the case may be, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (Quicksilver Resources Inc)

No Reliance; Information. Each Second Lien Collateral AgentAgent and Second Lien Representative, for itself and on behalf of the applicable other Secured Partiestheir Related Second Lien Claimholders, acknowledges that (a) it and such Secured Parties their Related Second Lien Claimholders have, independently and without reliance upon, in the case of the First Lien Secured Parties, upon any Second Lien Secured Party andCollateral Agent, in the case of the Second Lien Secured Parties, Representative or any First Related Second Lien Secured PartyClaimholders, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Second Lien Documents to which they are party and (b) it and such Secured Parties their Related Second Lien Claimholders will, independently and without reliance upon, in the case of the First Lien Secured Parties, upon any Second Lien Secured Party andCollateral Agent, in the case of the Second Lien Secured Parties, Representative or any First of their Related Second Lien Secured PartyClaimholders, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are partySecond Lien Document. The First Lien Secured Parties and the Second Lien Secured Parties Collateral Agent, Second Lien Representative or Second Lien Claimholders of any Class shall have no duty to disclose to any Second Lien Secured Party Collateral Agent, Second Lien Representative or to any First Second Lien Secured Party, respectively, Claimholder of any other Class any information Exhibit E – Page 26 relating to the Borrower, Holdings Company or any of the other Grantors or their respective Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In If the event any First Second Lien Secured Party Collateral Agent, Second Lien Representative or any Second Lien Secured PartyClaimholder of any Class, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectivelyas the case may be, the Second Lien Collateral Agent, Second Lien Representative or any Second Lien Secured Party or Claimholder of any First Lien Secured Partyother Class, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (Summit Midstream Partners, LP)

No Reliance; Information. Each Collateral AgentRepresentative, for itself and on behalf of the applicable other its respective Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, in the case of the First Lien Revolving Facility Secured Parties, any Second Lien Noteholder Secured Party and, in the case of the Second Lien Noteholder Secured Parties, any First Lien Revolving Facility Secured Party, and based on to the extent such documents and information as they Secured Parties shall have deemed appropriateconducted a credit analysis, made their own credit analysis and decision to enter into the Loan Debt Documents to which they are party based on such documents and information as they have deemed appropriate and (b) it and such Secured Parties will, independently and without reliance upon, in the case of the First Lien Revolving Facility Secured Parties, any Second Lien Noteholder Secured Party and, in the case of the Second Lien Noteholder Secured Parties, any First Lien Revolving Facility Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Intercreditor Agreement or any other Loan Debt Document to which they are party. The First Lien Revolving Facility Secured Parties and the Second Lien Noteholder Secured Parties shall have no duty to disclose to any Second Lien Noteholder Secured Party or to any First Lien Revolving Facility Secured Party, respectively, any information relating to the BorrowerGS, Holdings or any of the Subsidiariestheir Subsidiaries (including any Grantor), or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Revolving Credit Obligations or the Second Lien Noteholder Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Revolving Facility Secured Party or any Second Lien Noteholder Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Noteholder Secured Party or any First Lien Revolving Facility Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion occasion, or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (United Maritime Group, LLC)

No Reliance; Information. Each Collateral AgentRepresentative, for itself and on behalf of the applicable other Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Documents to which they are party and (b) it and such Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Borrower, Holdings Borrower or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Secured Obligations or the Second Lien Secured Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (Fusion Connect, Inc.)

No Reliance; Information. Each Collateral Administrative Agent, for itself and on behalf of the applicable other Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party andParty, and (ii) in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis analyses and decision decisions to enter into the Loan Facility Documents to which they are party party, and (b) it and such Secured Parties will, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party and, and (ii) in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision decisions in taking or not taking any action under this Agreement or any other Loan Facility Document to which they are party. The First Lien No Secured Parties and the Second Lien Secured Parties Party shall have no any duty to disclose to any Second Lien Secured Party or to any First Lien other Secured Party, respectively, any information relating to Parent, Holdings, the Borrower, Holdings Company or any of the SubsidiariesSubsidiary, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, to any Second Lien Secured Party or any First Lien other Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (U.S. Well Services, Inc.)

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No Reliance; Information. Each Collateral Administrative Agent, for itself and on behalf of the applicable other Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis analyses and decision decisions to enter into the Loan Documents to which they are party and (b) it and such Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision decisions in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Borrower, Holdings Borrower or any of the its Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Credit Agreement (Atlas Resource Partners, L.P.)

No Reliance; Information. Each of the Collateral AgentAgents, for itself and on behalf of the applicable respective other Secured Parties, acknowledges that (a) it and such each of the respective Secured Parties have, independently and without reliance upon, in the case upon any of the First Lien Secured PartiesAdministrative Agent, any Second Lien Secured Party and, in the case of the Second Lien Secured PartiesAdministrative Agent, any First Lien Secured Party, Second Lien Secured Party, First Lien Collateral Agent or Second Lien Collateral Agent, and based on such documents and information as they have it has deemed appropriate, made their its own credit analysis and decision to enter into the Loan Documents to which they are party and (b) it and such the respective Secured Parties will, independently and without reliance upon, in the case upon any of the First Lien Secured PartiesAdministrative Agent, any Second Lien Secured Party and, in the case of the Second Lien Secured PartiesAdministrative Agent, any First Lien Secured Party, Second Lien Secured Party, First Lien Collateral Agent or Second Lien Collateral Agent, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the any Borrower, Holdings any other Grantor or any of the Subsidiariestheir respective subsidiaries, if any, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (Pacific Ethanol, Inc.)

No Reliance; Information. Each Collateral AgentAuthorized Representative, for itself and on behalf of the applicable other its Related Secured Parties, acknowledges that (a) it such Authorized Representative and such its Related Secured Parties have, independently and without reliance uponupon the Collateral Agent, in the case any other Authorized Representative or any of the First Lien its Related Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan First Lien Credit Documents to which they are party and (b) it such Authorized Representative and such its Related Secured Parties will, independently and without reliance uponupon the Collateral Agent, in the case any other Authorized Representative or any of the First Lien its Related Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan First Lien Credit Document to which they are party. The First Lien Collateral Agent or the Authorized Representative or Secured Parties and the Second Lien Secured Parties of any Class shall have no duty to disclose to any Second Lien Secured Party or to of any First Lien Secured Party, respectively, other Class any information relating to the BorrowerParent, Holdings the Company or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In If the event Collateral Agent or the Authorized Representative or any First Lien Secured Party or of any Second Lien Secured PartyClass, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectivelyas the case may be, the Authorized Representative or any Second Lien Secured Party or of any First Lien Secured Partyother Class, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: First Lien Intercreditor Agreement (American Axle & Manufacturing Holdings Inc)

No Reliance; Information. Each Collateral Administrative Agent, for itself and on behalf of the applicable respective other Secured Parties, acknowledges that (a) it and such the respective Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Documents to which they are party and (b) it and such the respective Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Borrower, Holdings Company or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (Werner Holding Co Inc /Pa/)

No Reliance; Information. Each Collateral Agent, for itself The Priority Lien Secured Parties and on behalf of the applicable other Junior Lien Secured Parties, acknowledges Parties acknowledge that (a) it and such Secured Parties have, independently and without reliance upon, (i) in the case of the First Priority Lien Secured Parties, any Second Junior Lien Secured Party andParty, and (ii) in the case of the Second Junior Lien Secured Parties, any First Priority Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision decisions to enter into the Loan Secured Debt Documents to which they are party party, and (b) it and such Secured Parties will, independently and without reliance upon, (i) in the case of the First Priority Lien Secured Parties, any Second Junior Lien Secured Party and, and (ii) in the case of the Second Junior Lien Secured Parties, any First Priority Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision decisions in taking or not taking any action under this Agreement or any other Loan Secured Debt Document to which they are party. The First Priority Lien Secured Parties and the Second Junior Lien Secured Parties shall have no duty to disclose to any Second Junior Lien Secured Party or to any First Priority Lien Secured Party, respectivelyas the case may be, any information relating to the Borrower, Holdings Company or any of the Subsidiariesother Grantors, or any other circumstance bearing upon the risk of nonpayment non-payment of any of the First Priority Lien Obligations or the Second Junior Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Priority Lien Secured Party or any Second Junior Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, to any Second Junior Lien Secured Party or any First Priority Lien Secured Party, as the case may be, it shall be under no obligation (ia) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (iib) to provide any additional information or to provide any such information on any subsequent occasion or (iiic) to undertake any investigation.

Appears in 1 contract

Samples: Collateral Trust Agreement (CSI Compressco LP)

No Reliance; Information. Each Collateral Agent, for itself and on behalf of the applicable respective other Secured Parties, acknowledges that (a) it and such the respective Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Documents to which they are party and (b) it and such the respective Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Borrower, Holdings Company or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliatesaffiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation. Notwithstanding anything to the contrary set forth in this Section 9.01, the parties hereto acknowledge that the Second Lien Collateral Agent has not conducted and will not conduct any credit analysis in respect of the Loan Documents or the transactions contemplated thereby.

Appears in 1 contract

Samples: Intercreditor Agreement (Aventine Renewable Energy Holdings Inc)

No Reliance; Information. Each Collateral AgentRepresentative, for itself and on behalf of the applicable other Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party or any Super Senior Secured Party, in the case of the Super Senior Secured Parties, any First Lien Secured Party or Second Lien Secured Party, and, in the case of the Second Lien Secured Parties, any First Lien Secured Party or any Super Senior Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Documents to which they are party and (b) it and such Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party or Super Senior Secured Party, in the case of the Super Senior Secured Parties, any First Lien Secured Party or Second Lien Secured Party, and, in the case of the Second Lien Secured Parties, any First Lien Secured Party or Super Senior Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties, the Super Senior Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party, any Super Senior Secured Party or to any First Lien Secured Party, respectively, any information relating to the Borrower, Holdings Borrower or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Secured Obligations, the Super Senior Secured Obligations or the Second Lien Secured Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party, any Super Senior Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party, any Super Senior Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (Fusion Connect, Inc.)

No Reliance; Information. Each Collateral AgentAuthorized Representative, for itself and on behalf of the applicable other its Related Secured Parties, acknowledges that (a) it such Authorized Representative and such its Related Secured Parties have, independently and without reliance uponupon the Collateral Agent, in the case any other Authorized Representative or any of the First Lien its Related Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan First Lien Credit Documents to which they are party and (b) it such Authorized Representative and such its Related Secured Parties will, independently and without reliance uponupon the Collateral Agent, in the case any other Authorized Representative or any of the First Lien its Related Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan First Lien Credit Document to which they are party. The First Lien Collateral Agent or the Authorized Representative or Secured Parties and the Second Lien Secured Parties of any Class shall have no duty to disclose to any Second Lien Secured Party or to of any First Lien Secured Party, respectively, other Class any information relating to the Borrower, Holdings Company or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In , provided that, in connection with any enforcement action taken or proposed to be taken by Collateral Agent hereunder or otherwise upon the event any reasonable request of the Collateral Agent from time to time, each Authorized Representative shall provide the Collateral Agent with information (including reasonable supporting backup detail) as to the aggregate amounts of principal, interest, make whole amounts or similar prepayment premiums or breakage costs outstanding at such time in respect of the relevant First Lien Obligations of its Related Secured Parties, and the undrawn amounts of any outstanding Letters of Credit and an estimate of the amount of any Net Hedging Obligations with respect thereto, and shall exercise good faith, reasonable efforts to confirm the accuracy of such information. If the Collateral Agent or the Authorized Representative or any Secured Party or of any Second Lien Secured PartyClass, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectivelyas the case may be, the Authorized Representative or any Second Lien Secured Party or of any First Lien Secured Partyother Class, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (Credit Acceptance Corp)

No Reliance; Information. Each of the First Lien Administrative Agent and the Second Lien Collateral Agent, for itself and on behalf of the applicable other Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis analyses and decision decisions to enter into the Loan Documents to which they are party and (b) it and such Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision decisions in taking or not taking any action under this Agreement or any other Loan Document to which they are party, provided, that nothing in this Section 9.01 shall impose any duty on the Second Lien Collateral Agent to make any credit decisions. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Borrower, Holdings Borrower or any of the Subsidiariesits Subsidiaries other than as expressly set forth herein, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Secured Obligations or the Second Lien Secured Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information in such circumstances to, respectively, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or occasion, (iii) to undertake any investigationinvestigation or (iv) to disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

Appears in 1 contract

Samples: Intercreditor Agreement (Silverbow Resources, Inc.)

No Reliance; Information. Each Collateral Agent, for itself and on behalf of the applicable respective other Secured Parties, acknowledges that (a) it and such the respective Secured Parties have, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party andor Third Lien Secured Party, (ii) in the case of the Second Lien Secured Parties, any First Lien Secured Party or Third Lien Secured Party, and (iii) in the case of the Third Lien Secured Parties, any First Lien Secured Party or Second Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Note Documents to which they are party and (b) it and such the respective Secured Parties will, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party andor Third Lien Secured Party, (ii) in the case of the Second Lien Secured Parties, any First Lien Secured Party or Third Lien Secured Party, and (iii) in the case of the Third Lien Secured Parties, any First Lien Secured Party or Second Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Note Document to which they are party. The Each of the First Lien Secured Parties, the Second Lien Secured Parties and the Second Third Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien other Secured Party, respectively, any information 38 relating to the BorrowerParent, Holdings Company or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party, any Second Lien Secured Party or any Second Third Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, to any Second Lien Secured Party or any First Lien other Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (NextWave Wireless Inc.)

No Reliance; Information. Each Collateral Agent, for itself and on behalf of the applicable other Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Documents to which they are party and (b) it and such Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectivelyas the case may be, any information relating to the Borrower, Holdings or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectivelyas the case may be, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (Pacific Energy Resources LTD)

No Reliance; Information. Each Collateral Administrative Agent, for itself and on behalf of the applicable other Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, in the case of the First Lien Revolving Facility Secured Parties, any Second Lien Term Facility Secured Party and, in the case of the Second Lien Term Facility Secured Parties, any First Lien Revolving Facility Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis analyses and decision decisions to enter into the Loan Documents to which they are party and (b) it and such Secured Parties will, independently and without reliance upon, in the case of the First Lien Revolving Facility Secured Parties, any Second Lien Term Facility Secured Party and, in the case of the Second Lien Term Facility Secured Parties, any First Lien Revolving Facility Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision decisions in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Revolving Facility Secured Parties and the Second Lien Term Facility Secured Parties shall have no duty to disclose to any Second Lien Term Facility Secured Party or to any First Lien Revolving Facility Secured Party, respectively, any information relating to the Borrower, Holdings Borrower or any of the its Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Revolving Facility Obligations or the Second Lien Term Facility Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Revolving Facility Secured Party or any Second Lien Term Facility Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Term Facility Secured Party or any First Lien Revolving Facility Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (Atlas Energy, L.P.)

No Reliance; Information. Each Collateral Agent, for itself and on behalf of the applicable other Secured Parties, Note Holder acknowledges that (a) it and such Secured Parties havehas, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party andor Third Lien Secured Party, (ii) in the case of the Second Lien Secured Parties, any First Lien Secured Party or Third Lien Secured Party, and (iii) in the case of the Third Lien Secured Parties, any First Lien Secured Party, Second Lien Secured Party, or any other Third Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Note Documents to which they are party and (b) it and such Secured Parties the respective Note Holders will, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party andor Third Lien Secured Party, (ii) in the case of the Second Lien Secured Parties, any First Lien Secured Party or Third Lien Secured Party, and (iii) in the case of the Third Lien Secured Parties, any First Lien Secured Party, Second Lien Secured Party, or other Third Lien Secured Parties, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Note Document to which they are party. The Each of the First Lien Secured Parties, the Second Lien Secured Parties and the Second Third Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien other Secured Party, respectively, any information relating to the BorrowerParent, Holdings Company or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or Party, any Second Lien Secured Party, in its sole discretion, Party or any Third Lien Secured Party undertakes at any time or from time to time to provide any such information to, respectively, to any Second Lien Secured Party or any First Lien other Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (NextWave Wireless Inc.)

No Reliance; Information. Each Collateral AgentRepresentative, for itself (other than in the case of the Indenture Agent) and on behalf of the applicable other its respective Secured Parties, acknowledges that (a) it and and/or such Secured Parties have, independently and without reliance upon, in the case of the First Lien Credit Facility Secured Parties, any Second Lien Indenture Secured Party and, in the case of the Second Lien Indenture Secured Parties, any First Lien Credit Facility Secured Party, and based on to the extent such documents and information as they Representative shall have deemed appropriateconducted a credit analysis, made their own credit analysis and decision to enter into the Loan Debt Documents to which they are party based on such documents and information as they have deemed appropriate and (b) it and and/or such Secured Parties will, independently and without reliance upon, in the case of the First Lien Credit Facility Secured Parties, any Second Lien Indenture Secured Party and, in the case of the Second Lien Indenture Secured Parties, any First Lien Credit Facility Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Intercreditor Agreement or any other Loan Debt Document to which they are party. The First Lien Credit Facility Secured Parties and the Second Lien Indenture Secured Parties shall have no duty to disclose to any Second Lien Indenture Secured Party or to any First Lien Credit Facility Secured Party, respectively, any information relating to the Borrower, Holdings AGI or any of the Subsidiariesits subsidiaries (including any Grantor), or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations Priority Claims or the Second Lien Indenture Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliatesaffiliates. In the event any First Lien Credit Facility Secured Party or any Second Lien Indenture Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Indenture Secured Party or any First Lien Credit Facility Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (Affinity Guest Services, LLC)

No Reliance; Information. Each Collateral Agent, for itself and on behalf of the applicable other Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Documents to which they are party and (b) it and such Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Borrower, Holdings Borrower or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (Cinco Resources, Inc.)

No Reliance; Information. Each Collateral AgentRepresentative, for itself and on behalf of the applicable other Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, in the case of the First Lien Super Senior Secured Parties, any Second First Lien Secured Party and, in the case of the Second First Lien Secured Parties, any First Lien Super Senior Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Documents to which they are party and (b) it and such Secured Parties will, independently and without reliance upon, in the case of the First Lien Super Senior Secured Parties, any Second First Lien Secured Party and, in the case of the Second First Lien Secured Parties, any First Lien Super Senior Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any orany other Loan Document to which they are party. The First Lien Super Senior Secured Parties and the Second First Lien Secured Parties shall have no duty to disclose to any Second First Lien Secured Party or to any First Lien Super Senior Secured Party, respectively, any information relating to the Borrower, Holdings Borrower or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Super Senior Secured Obligations or the Second First Lien Secured Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Super Senior Secured Party or any Second First Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second First Lien Secured Party or any First Lien Super Senior Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Super Senior Intercreditor Agreement (Fusion Connect, Inc.)

No Reliance; Information. Each Collateral Agent, for itself and on behalf of the applicable other Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Loan Documents to which they are party and (b) it and such Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any First Lien Secured Party, respectivelyas the case may be, any information relating to the First Lien Borrower, Holdings Alaska Holdings, the Second Lien Borrower or any of the their Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectivelyas the case may be, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Appears in 1 contract

Samples: Intercreditor Agreement (Pacific Energy Resources LTD)

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