No Reliance; Information. Each Collateral Agent, for itself and on behalf of the respective other Secured Parties, acknowledges that (a) 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 or 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 Note Documents to which they are party and (b) 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 or 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 Note Document to which they are party. Each of the First Lien Secured Parties, the Second Lien Secured Parties and the Third Lien Secured Parties shall have no duty to disclose to any other Secured Party, any information relating to the Parent, Company or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the Obligations, 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 Third Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any 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 4 contracts
Sources: Second Lien Subordinated Note Purchase Agreement (NextWave Wireless Inc.), Third Lien Subordinated Exchange Note Exchange Agreement (Manchester Financial Group, LP), Third Lien Subordinated Exchange Note Exchange Agreement (Navation, Inc.)
No Reliance; Information. Each Collateral Administrative Agent, for itself and on behalf of the respective applicable other Secured Parties, acknowledges that (a) the respective 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 or Third Lien Secured Partyand, (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 hey have deemed appropriate, made their own credit analysis analyses and decision decisions to enter into the Note Loan Documents to which they are party and (b) the respective 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 or Third Lien Secured Partyand, (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 decisions in taking or not taking any action under this Agreement or any other Note Loan Document to which they are party. Each of the The First Lien Secured Parties, the Second Lien Secured Parties and the Third Second Lien Secured Parties shall have no duty to disclose to any other Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Parent, 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, any Second Lien Secured Party or any Third Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, respectively, any other 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
Sources: Second Lien Credit Agreement (Sundance Energy Australia LTD), Second Lien Credit Agreement (Sundance Energy Australia LTD), Second Lien Credit Agreement (Sundance Energy Australia LTD)
No Reliance; Information. Each Collateral Agent, for itself and on behalf of the respective applicable other Secured Parties, acknowledges that (a) the respective 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 or Third Lien Secured Partyand, (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 Note Loan Documents to which they are party and (b) the respective 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 or Third Lien Secured Partyand, (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 Note Loan Document to which they are party. Each of the The First Lien Secured Parties, the Second Lien Secured Parties and the Third Second Lien Secured Parties shall have no duty to disclose to any other Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the ParentBorrower, Company 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, any Second Lien Secured Party or any Third Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, respectively, any other 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
Sources: Intercreditor Agreement (STR Holdings (New) LLC), Intercreditor Agreement (STR Holdings LLC), Intercreditor Agreement (STR Holdings, Inc.)
No Reliance; Information. Each Collateral Agent, for itself and on behalf of the respective other Secured Parties, acknowledges that (a) 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 or Third Lien Secured Partyand, (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 Note Loan Documents to which they are party and (b) 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 or Third Lien Secured Partyand, (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 Note Loan Document to which they are party. Each of the The First Lien Secured Parties, the Second Lien Secured Parties and the Third Second Lien Secured Parties shall have no duty to disclose to any other Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to Holdings, the Parent, Company Borrower or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the Obligations, 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 Third Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, respectively, any other 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
Sources: First Lien Credit Agreement (Hawkeye Holdings, Inc.), Second Lien Credit Agreement (Hawkeye Holdings, Inc.)
No Reliance; Information. Each Collateral Agent, for itself and on behalf of the respective applicable other Secured Parties, acknowledges that (a) the respective 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 or Third Lien Secured Partyand, (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 analyses and decision decisions to enter into the Note Loan Documents to which they are party and (b) the respective 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 or Third Lien Secured Partyand, (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 decisions in taking or not taking any action under this Agreement or any other Note Loan Document to which they are party. Each of the The First Lien Secured Parties, the Second Lien Secured Parties and the Third Second Lien Secured Parties shall have no duty to disclose to any other Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Parent, Company 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, any Second Lien Secured Party or any Third Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, respectively, any other 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
Sources: Second Lien 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 respective other Junior Lien Secured Parties, acknowledges Parties acknowledge that (a) the respective such Secured Parties have, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party or Third Junior Lien Secured Party, and (ii) in the case of the Second Junior 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 decisions to enter into the Note Secured Debt Documents to which they are party party, and (b) the respective 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 or Third Lien Secured Party, and (ii) in the case of the Second Junior 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 decisions in taking or not taking any action under this Agreement or any other Note Secured Debt Document to which they are party. Each of the The First Lien Secured Parties, the Second Lien Secured Parties and the Third Junior Lien Secured Parties shall have no duty to disclose to any other Junior Lien Secured Party or to any First Lien Secured Party, as the case may be, any information relating to the Parent, 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 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, any Second Lien Secured Party or any Third Junior Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any other 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
Sources: Intercreditor Agreement, Intercreditor Agreement (Pacific Drilling S.A.)
No Reliance; Information. Each Collateral Administrative Agent, for itself and on behalf of the respective applicable other Secured Parties, acknowledges that (a) the respective 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 or Third Lien Secured Partyand, (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 analyses and decision decisions to enter into the Note Loan Documents to which they are party and (b) the respective 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 or Third Lien Secured Partyand, (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 decisions in taking or not taking any action under this Agreement or any other Note Loan Document to which they are party. Each of the The First Lien Secured Parties, the Second Lien Secured Parties and the Third Second Lien Secured Parties shall have no duty to disclose to any other Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Parent, 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, any Second Lien Secured Party or any Third Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, respectively, any other 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
Sources: Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.)
No Reliance; Information. Each Collateral Agent, for itself and on behalf of the respective applicable other Secured Parties, acknowledges that (a) the respective 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 or Third Lien Secured Partyand, (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 Note Loan Documents to which they are party and (b) the respective 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 or Third Lien Secured Partyand, (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 Note Loan Document to which they are party. Each of the The First Lien Secured Parties, the Second Lien Secured Parties and the Third Second Lien Secured Parties shall have no duty to disclose to any other Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Parent, Company 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, any Second Lien Secured Party or any Third Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, respectively, any other 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
Sources: Intercreditor Agreement (Crimson Exploration Inc.), Credit Agreement (Atp Oil & Gas Corp)
No Reliance; Information. Each Collateral Agent, for itself and on behalf of the respective applicable other Secured Parties, acknowledges that (a) the respective such Secured Parties have, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party or Third Lien Secured Partyand, (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 Note Loan Documents to which they are party and (b) the respective such Secured Parties will, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party or Third Lien Secured Partyand, (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 Note Loan Document to which they are party. Each of the The First Lien Secured Parties, the Second Lien Secured Parties and the Third Second Lien Secured Parties shall have no duty to disclose to any other Second Lien Secured Party or to any First Lien Secured Party, as the case may be, any information relating to the ParentFirst Lien Borrower, Company 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 Obligations, 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 Third Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, as the case may be, any other 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
Sources: Intercreditor Agreement (Pacific Energy Resources LTD)
No Reliance; Information. Each Collateral Agent, for itself and on behalf of the respective other Secured Parties, Note Holder acknowledges that (a) the respective Secured Parties haveit has, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party or 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 Party, Second Lien Secured Party, or Second 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 Note Documents to which they are party and (b) the respective Secured Parties Note Holders will, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party or 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 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 Note Document to which they are party. Each of the First Lien Secured Parties, the Second Lien Secured Parties and the Third Lien Secured Parties shall have no duty to disclose to any other Secured Party, any information relating to the Parent, Company or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the Obligations, 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 Third Lien Secured Party, in its sole discretion, Party undertakes at any time or from time to time to provide any such information to any 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
No Reliance; Information. Each The First Lien Collateral Agent, for itself and on behalf of the respective First Lien Consenting Lenders, and the Second Lien Collateral Agent, for itself and on behalf of the other Term Secured Parties, acknowledges that (a) the respective such Secured Parties have, independently and without reliance upon, (i) in the case of the First Lien Secured PartiesConsenting Lenders, any Second Lien Secured Party or Third Lien Secured Partyand, (ii) in the case of the Second Lien Term 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 Note Loan Documents to which they are party and (b) the respective such Secured Parties will, independently and without reliance upon, (i) in the case of the First Lien Secured PartiesConsenting Lenders, any Second Lien Secured Party or Third Lien Secured Partyand, (ii) in the case of the Second Lien Term 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 Note Loan Document to which they are party. Each of the The First Lien Secured Parties, the Second Lien Secured Parties and the Third Second Lien Secured Parties shall have no duty to disclose to any other Second Lien Secured Party or to any First Lien Secured Party, as the case may be, any information relating to the Parent, Company Borrower or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the Obligations, that is known or becomes known to any of them or any of their Affiliates. In the event If any First Lien Secured Party, any Second Lien Secured Party or any Third Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, as the case may be, any other 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
Sources: Intercreditor Agreement (Quicksilver Resources Inc)
No Reliance; Information. Each Collateral Agent, for itself The Priority Lien Secured Parties and on behalf of the respective other Junior Lien Secured Parties, acknowledges Parties acknowledge that (a) the respective such Secured Parties have, independently and without reliance upon, (i) in the case of the First Priority Lien Secured Parties, any Second Lien Secured Party or Third Junior Lien Secured Party, and (ii) in the case of the Second Junior 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 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 Note Secured Debt Documents to which they are party party, and (b) the respective 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 or Third Lien Secured Party, and (ii) in the case of the Second Junior 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 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 Note Secured Debt Document to which they are party. Each of the First Lien Secured Parties, the Second The Priority Lien Secured Parties and the Third Junior Lien Secured Parties shall have no duty to disclose to any other Junior Lien Secured Party or to any Priority Lien Secured Party, as the case may be, any information relating to the Parent, Company or any of the Subsidiariesother Grantors, or any other circumstance bearing upon the risk of nonpayment non-payment of any of the Priority Lien Obligations or the 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, any Second Priority Lien Secured Party or any Third Junior Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any other Junior Lien Secured Party or any 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
Sources: Second Lien Collateral Trust Agreement (CSI Compressco LP)
No Reliance; Information. Each Collateral AgentRepresentative, for itself and on behalf of the respective applicable other Secured Parties, acknowledges that (a) the respective 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 or Third Lien Secured Partyand, (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 Note Loan Documents to which they are party and (b) the respective 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 or Third Lien Secured Partyand, (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 Note Loan Document to which they are party. Each of the The First Lien Secured Parties, the Second Lien Secured Parties and the Third Second Lien Secured Parties shall have no duty to disclose to any other Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Parent, Company 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, any Second Lien Secured Party or any Third Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, respectively, any other 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
No Reliance; Information. Each The First Lien Collateral Agent, for itself and on behalf of the respective First Lien Consenting Lenders, and the Second Lien Collateral Agent, for itself and on behalf of the other Term Secured Parties, acknowledges that (a) the respective such Secured Parties have, independently and without reliance upon, (i) in the case of the First Lien Secured PartiesConsenting Lenders, any Second Lien Secured Party or Third Lien Secured Partyand, (ii) in the case of the Second Lien Term 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 Note Loan Documents to which they are party and (b) the respective such Secured Parties will, independently and without reliance upon, (i) in the case of the First Lien Secured PartiesConsenting Lenders, any Second Lien Secured Party or Third Lien Secured Partyand, (ii) in the case of the Second Lien Term 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 Note Loan Document to which they are party. Each of the The First Lien Secured Parties, the Second Lien Secured Parties and the Third Second Lien Secured Parties shall have no duty to disclose to any other Second Lien Secured Party or to any First Lien Secured Party, as the case may be, any information relating to the Parent, Company Borrower or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the Obligations, that is known or becomes known to any of them or any of their Affiliates. In the event If any First Lien Secured Party, any Second Lien Secured Party or any Third Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, as the case may be, any other 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
Sources: Intercreditor Agreement
No Reliance; Information. Each Collateral of the First Lien Administrative Agent and the Second Lien Administrative Agent, for itself and on behalf of the respective other Secured Parties, acknowledges that (a) 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 or Third Lien Secured Partyand, (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 Note Loan Documents to which they are party and (b) 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 or Third Lien Secured Partyand, (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 Note Loan Document to which they are party. Each of Except as otherwise specifically provided in this Agreement, the First Lien Secured Parties, the Second Lien Secured Parties and the Third Second Lien Secured Parties shall have no duty to disclose to any other Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Parent, Company Borrower or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the ObligationsIndebtedness, that is known or becomes known to any of them or any of their Affiliatesaffiliates. In the event any First Lien Secured Party, any Second Lien Secured Party or any Third Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, respectively, any other 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
No Reliance; Information. Each Collateral Agent, for itself and on behalf of the respective applicable other Secured Parties, acknowledges that (a) the respective such Secured Parties have, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party or Third Lien Secured Partyand, (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 Note Loan Documents to which they are party and (b) the respective such Secured Parties will, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party or Third Lien Secured Partyand, (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 Note Loan Document to which they are party. Each of the The First Lien Secured Parties, the Second Lien Secured Parties and the Third Second Lien Secured Parties shall have no duty to disclose to any other Second Lien Secured Party or to any First Lien Secured Party, as the case may be, any information relating to the ParentBorrower, Company Holdings or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the Obligations, 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 Third Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, as the case may be, any other 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
Sources: Intercreditor Agreement (Pacific Energy Resources LTD)
No Reliance; Information. (a) Each Collateral of the Term A Agent, for itself and on behalf of the respective other Term A Secured Parties, and the Revolver Agent, for itself and on behalf of the other Revolver Secured Parties, acknowledges that (ai) the respective Senior Secured Parties have, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party or 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 Junior 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 Note Senior Credit Documents to which they are party and (bii) the respective Senior Secured Parties will, independently and without reliance upon, (i) in the case of the First Lien Secured Parties, any Second Lien Secured Party or 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 Junior 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 Note Senior Credit Document to which they are party. Each of the First Lien Secured Parties, the Second Lien Secured Parties and the Third Lien The Senior Secured Parties shall have no duty to disclose to any other Junior Secured Party, Party any information relating to the Parent, Company Credit Parties or any of the Subsidiariesother Grantor, or any other circumstance bearing upon the risk of nonpayment of any of the Senior Obligations, 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 Third Lien Senior Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any other Junior Secured Party, it shall be under no obligation (ix) 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, (iiy) to provide any additional information or to provide any such information on any subsequent occasion or (iiiz) to undertake any investigation.
(b) The Junior Agent, for itself and on behalf of the other Junior Secured Parties, acknowledges that (i) the Junior Secured Parties have, independently and without reliance upon, any 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 Junior Credit Documents to which they are party and (ii) the Junior Secured Parties will, independently and without reliance upon, any 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 Junior Credit Document to which they are party. The Junior Secured Parties shall have no duty to disclose to any Senior Secured Party any information relating to the Credit Parties or any other Grantor, or any other circumstance bearing upon the risk of nonpayment of any of the Junior Obligations, that is known or becomes known to any of them or any of their Affiliates. In the event any Junior Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any Senior Secured Party, it shall be under no obligation (x) 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, (y) to provide any additional information or to provide any such information on any subsequent occasion or (z) to undertake any investigation.
Appears in 1 contract
Sources: Intercreditor Agreement (Omni Energy Services Corp)
No Reliance; Information. Each of the First Lien Administrative Agent and the Second Lien Collateral Agent, for itself and on behalf of the respective applicable other Secured Parties, acknowledges that (a) the respective 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 or Third Lien Secured Partyand, (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 analyses and decision decisions to enter into the Note Loan Documents to which they are party and (b) the respective 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 or Third Lien Secured Partyand, (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 decisions in taking or not taking any action under this Agreement or any other Note Loan Document to which they are party. Each of the First Lien Secured Parties, 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 Third Second Lien Secured Parties shall have no duty to disclose to any other Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Parent, Company 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, any Second Lien Secured Party or any Third Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to in such circumstances to, respectively, any other 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
Sources: Intercreditor Agreement (Silverbow Resources, Inc.)
No Reliance; Information. Each Collateral Agent, for itself and on behalf of the respective other Secured Parties, acknowledges that (a) 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 or 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 Note Documents to which they are party and (b) 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 or 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 Note Document to which they are party. Each of the First Lien Secured Parties, the Second Lien Secured Parties and the Third Lien Secured Parties shall have no duty to disclose to any other Secured Party, any information SF1:727688 relating to the Parent, Company or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the Obligations, 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 Third Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any 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
Sources: Third Lien Subordinated Exchange Note Exchange Agreement (NextWave Wireless Inc.)
No Reliance; Information. Each Collateral AgentRepresentative, for itself and on behalf of the its respective other Secured Parties, acknowledges that (a) the respective it and/or such Secured Parties have, independently and without reliance upon, (i) in the case of the First Lien Revolving Facility Secured Parties, any Second Lien Noteholder Secured Party or Third Lien Secured Partyand, (ii) in the case of the Second Lien Noteholder Secured Parties, any First Lien Secured Party or Third Lien Revolving Facility Secured Party, and (iii) in to the case of the Third Lien Secured Parties, any First Lien Secured Party or Second Lien Secured Party, and based on 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 Note Debt Documents to which they are party based on such documents and information as they have deemed appropriate and (b) the respective it and/or such Secured Parties will, independently and without reliance upon, (i) in the case of the First Lien Revolving Facility Secured Parties, any Second Lien Noteholder Secured Party or Third Lien Secured Partyand, (ii) in the case of the Second Lien Noteholder 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 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 Note Debt Document to which they are party. Each of the First Lien Secured Parties, the Second Lien The Revolving Facility Secured Parties and the Third Lien Noteholder Secured Parties shall have no duty to disclose to any other Noteholder Secured Party or to any Revolving Facility Secured Party, respectively, any information relating to the ParentHoldings, Company 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 Revolving Credit Obligations or the 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 Secured Party, any Second Lien Revolving Facility Secured Party or any Third Lien Noteholder Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, respectively, any other Noteholder Secured Party or any 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
No Reliance; Information. Each Collateral Administrative Agent, for itself and on behalf of the respective applicable other Secured Parties, acknowledges that (a) the respective 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 or Third Lien Secured Partyand, (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 analyses and decision decisions to enter into the Note Loan Documents to which they are party and (b) the respective 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 or Third Lien Secured Partyand, (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 decisions in taking or not taking any action under this Agreement or any other Note Loan Document to which they are party. Each of the The First Lien Secured Parties, the Second Lien Secured Parties and the Third Second Lien Secured Parties shall have no duty to disclose to any other Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Parent, Company 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, any Second Lien Secured Party or any Third Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, respectively, any other 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
No Reliance; Information. Each Collateral Agent, for itself and on behalf of the respective other Secured Parties, acknowledges that (a) 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 or Third Lien Secured Partyand, (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 Note Loan Documents to which they are party and (b) 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 or Third Lien Secured Partyand, (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 Note Loan Document to which they are party. Each of the The First Lien Secured Parties, the Second Lien Secured Parties and the Third Second Lien Secured Parties shall have no duty to disclose to any other Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Parent, Company or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the Obligations, that is known or becomes known to any of them or any of their Affiliatesaffiliates. In the event any First Lien Secured Party, any Second Lien Secured Party or any Third Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, respectively, any other 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
Sources: Intercreditor Agreement (Aventine Renewable Energy Holdings Inc)
No Reliance; Information. Each Collateral AgentRepresentative, for itself (other than in the case of the Indenture Agent) and on behalf of the its respective other Secured Parties, acknowledges that (a) the respective it and/or such Secured Parties have, independently and without reliance upon, (i) in the case of the First Lien Credit Facility Secured Parties, any Second Lien Indenture Secured Party or Third Lien Secured Partyand, (ii) in the case of the Second Lien Indenture Secured Parties, any First Lien Secured Party or Third Lien Credit Facility Secured Party, and (iii) in to the case of the Third Lien Secured Parties, any First Lien Secured Party or Second Lien Secured Party, and based on 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 Note Debt Documents to which they are party based on such documents and information as they have deemed appropriate and (b) the respective it and/or such Secured Parties will, independently and without reliance upon, (i) in the case of the First Lien Credit Facility Secured Parties, any Second Lien Indenture Secured Party or Third Lien Secured Partyand, (ii) in the case of the Second Lien Indenture 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 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 Note Debt Document to which they are party. Each of the First Lien Secured Parties, the Second Lien The Credit Facility Secured Parties and the Third Lien Indenture Secured Parties shall have no duty to disclose to any other Indenture Secured Party or to any Credit Facility Secured Party, respectively, any information relating to the Parent, Company 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 Priority Claims or the 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 Secured Party, any Second Lien Credit Facility Secured Party or any Third Lien Indenture Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, respectively, any other Indenture Secured Party or any 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
Sources: Intercreditor Agreement (Affinity Guest Services, LLC)
No Reliance; Information. Each Collateral Administrative Agent, for itself and on behalf of the respective applicable other Secured Parties, acknowledges that (a) the respective 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 or Third Lien Secured Partyand, (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 analyses and decision decisions to enter into the Note Loan Documents to which they are party and (b) the respective 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 or Third Lien Secured Partyand, (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 decisions in taking or not taking any action under this Agreement or any other Note Loan Document to which they are party. Each of the The First Lien Secured Parties, the Second Lien Secured Parties and the Third Lien Secured Parties shall have no duty to disclose to any other Second Lien Secured Party, and the Second Lien Secured Parties shall have no duty to disclose to any First Lien Secured Party, any information relating to the Parent, Company 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, any Second Lien Secured Party or any Third Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, respectively, any other 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
No Reliance; Information. Each Collateral AgentRepresentative, for itself and on behalf of the respective applicable other Secured Parties, acknowledges that (a) the respective it and such Secured Parties have, independently and without reliance upon, (i) in the case of the Super Senior Secured Parties, any First Lien Secured Party and, in the case of the First Lien Secured Parties, any Second Lien Secured Party or 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 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 Note Loan Documents to which they are party and (b) the respective it and such Secured Parties will, independently and without reliance upon, (i) in the case of the Super Senior Secured Parties, any First Lien Secured Party and, in the case of the First Lien Secured Parties, any Second Lien Secured Party or 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 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 Note Loan Document to which they are party. Each of the First Lien Secured Parties, the Second Lien The Super Senior Secured Parties and the Third First Lien Secured Parties shall have no duty to disclose to any other First Lien Secured Party or to any Super Senior Secured Party, respectively, any information relating to the Parent, Company Borrower or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the Super Senior Secured Obligations or the 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 Secured Party, any Second Lien Super Senior Secured Party or any Third First Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, respectively, any other First Lien Secured Party or any 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
Sources: Super Senior Intercreditor Agreement (Fusion Connect, Inc.)
No Reliance; Information. Each Collateral AgentRepresentative, for itself and on behalf of the respective applicable other Secured Parties, acknowledges that (a) the respective 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 or Third any Super Senior Secured Party, in the case of the Super Senior Secured Parties, any First Lien Secured Party or Second Lien Secured Party, (ii) and, 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 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 Note Loan Documents to which they are party and (b) the respective 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 or Third Super Senior Secured Party, in the case of the Super Senior Secured Parties, any First Lien Secured Party or Second Lien Secured Party, (ii) and, 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 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 Note Loan Document to which they are party. Each of the The First Lien Secured Parties, the Second Lien Super Senior Secured Parties and the Third Second Lien Secured Parties shall have no duty to disclose to any other Second Lien Secured Party, any Super Senior Secured Party or to any First Lien Secured Party, respectively, any information relating to the Parent, Company 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 Second Lien Super Senior Secured Party or any Third Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, respectively, any other 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.
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No Reliance; Information. Each Collateral Agent, for itself and on behalf of the respective applicable other Secured Parties, acknowledges that (a) the respective 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 or Third Lien Secured Partyand, (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 Note Loan Documents to which they are party and (b) the respective 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 or Third Lien Secured Partyand, (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 Note Loan Document to which they are party. Each of the The First Lien Secured Parties, the Second Lien Secured Parties and the Third Second Lien Secured Parties shall have no duty to disclose to any other Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Parent, Company 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, any Second Lien Secured Party or any Third Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, respectively, any other 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
No Reliance; Information. Each Collateral AgentRepresentative, for itself and on behalf of the its respective other Secured Parties, acknowledges that (a) the respective such Secured Parties have, independently and without reliance upon, (i) in the case of the First Lien Revolving Facility Secured Parties, any Second Lien Noteholder Secured Party or Third Lien Secured Partyand, (ii) in the case of the Second Lien Noteholder Secured Parties, any First Lien Secured Party or Third Lien Revolving Facility Secured Party, and (iii) in to the case of the Third Lien extent such Secured Parties, any First Lien Secured Party or Second Lien Secured Party, and based on such documents and information as they Parties shall have deemed appropriateconducted a credit analysis, made their own credit analysis and decision to enter into the Note Debt Documents to which they are party based on such documents and information as they have deemed appropriate and (b) the respective such Secured Parties will, independently and without reliance upon, (i) in the case of the First Lien Revolving Facility Secured Parties, any Second Lien Noteholder Secured Party or Third Lien Secured Partyand, (ii) in the case of the Second Lien Noteholder 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 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 Note Debt Document to which they are party. Each of the First Lien Secured Parties, the Second Lien The Revolving Facility Secured Parties and the Third Lien Noteholder Secured Parties shall have no duty to disclose to any other Noteholder Secured Party or to any Revolving Facility Secured Party, respectively, any information relating to the ParentGS, Company Holdings or any of the Subsidiariestheir Subsidiaries (including any Grantor), or any other circumstance bearing upon the risk of nonpayment of any of the Revolving Credit Obligations or the 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 Secured Party, any Second Lien Revolving Facility Secured Party or any Third Lien Noteholder Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, respectively, any other Noteholder Secured Party or any 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
Sources: Intercreditor Agreement (United Maritime Group, LLC)
No Reliance; Information. Each Collateral Agent, for itself and on behalf of the respective other Secured Parties, acknowledges that (a) 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 or Third Lien Secured Partyand, (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 Note Loan Documents to which they are party and (b) 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 or Third Lien Secured Partyand, (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 Note Loan Document to which they are party. Each of the The First Lien Secured Parties, the Second Lien Secured Parties and the Third Second Lien Secured Parties shall have no duty to disclose to any other Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to the Parent, Company or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the Obligations, that is known or becomes known to any of them or any of their Affiliatesaffiliates. In the event any First Lien Secured Party, any Second Lien Secured Party or any Third Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to to, respectively, any other 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