Common use of Nonreliance on Agent and Other Lenders Clause in Contracts

Nonreliance on Agent and Other Lenders. Each Lender expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdings or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other condition, prospects and creditworthiness of Holdings and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition, prospects and creditworthiness of Holdings and its Subsidiaries. The Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other condition, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Nonreliance on Agent and Other Lenders. Each Lender expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdings or any of its Subsidiariesthe Borrower, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other condition, prospects condition and creditworthiness of Holdings and its Subsidiaries the Borrower and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition, prospects condition and creditworthiness of Holdings the Borrower. Except for notices, reports and its Subsidiaries. The other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionor otherwise), prospects or creditworthiness of Holdings or any of its Subsidiaries the Borrower which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates.

Nonreliance on Agent and Other Lenders. Each Lender expressly acknowledges that neither of the Agent nor any of its their Affiliates nor any of their respective officers, directors, employees, agents, agents or attorneys-in-fact or affiliates have made any representations or warranties to it them and that no act by the Agent hereinafter taken, including any review of the affairs of Holdings any Credit Party or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent or any such other Person to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any such other Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other condition, prospects and creditworthiness of Holdings any Credit Party and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any such other Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition, prospects and creditworthiness of Holdings any Credit Party and its Subsidiaries. The Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other condition, prospects or creditworthiness of Holdings any Credit Party or any of its Subsidiaries which may come into the possession of the Agent or any of its their Affiliates or any of their officers, directors, employees, agents, agents or attorneys-in-fact or affiliatesfact.

Nonreliance on Agent and Other Lenders. Each Lender expressly -------------------------------------- acknowledges that neither none of the Agent nor or any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter hereafter taken, including any review of the affairs of Holdings the Borrower or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other condition, prospects and creditworthiness of Holdings the Borrower and its the Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition, prospects and creditworthiness of Holdings the Borrower and its the Subsidiaries. The Agent agrees to promptly furnish to each Lender a copy of all notices, reports and other documents received by it from the Borrower; provided, however, that the Agent shall not have any duty or -------- ------- responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionor otherwise), prospects or creditworthiness of Holdings the Borrower or any of its Subsidiaries which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreement.

Nonreliance on Agent and Other Lenders. Each Lender expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdings or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent agrees that it has, independently and without reliance upon the on Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal credit analysis of Borrowers and investigation into the business, assets, operations, property, financial Obligors and other condition, prospects and creditworthiness of Holdings and its Subsidiaries and has made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents Agreement and that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Agreement, and Agreement or any of the other Financing Agreements. Agent shall not be required to make such investigation as it deems necessary to inform keep itself informed as to the businessperformance or observance by any Borrower or Obligor of any term or provision of this Agreement or any of the other Financing Agreements or any other document referred to or provided for herein or therein or to inspect the properties or books of any Borrower or Obligor. Agent will use reasonable efforts to provide Lenders with any information received by Agent from any Borrower or Obligor which is required to be provided to Lenders or deemed to be requested by Lenders hereunder and with a copy of any Notice of Default or Failure of Condition received by Agent from any Borrower or any Lender; provided, assetsthat, operationsAgent shall not be liable to any Lender for any failure to do so, propertyexcept to the extent that such failure is attributable to Agent's own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. Except for notices, financial reports and other conditiondocuments expressly required to be furnished to Lenders by Agent hereunder, prospects and creditworthiness of Holdings and its Subsidiaries. The Agent shall not have any duty or responsibility to provide any Lender with any other credit or other information concerning the business, operations, assets, propertyaffairs, financial and other condition, prospects condition or creditworthiness business of Holdings any Borrower or any of its Subsidiaries which Obligor that may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAgent.

Nonreliance on Agent and Other Lenders. Each Lender expressly acknowledges that neither none of the Agent nor any of its respective officers, directors, employees, agents, attorneysAgent-in-fact or affiliates have Related Persons has made any representations representation or warranties warranty to it it, and that no act by the any Agent hereinafter taken, including any review of the affairs or Property of Holdings Borrower and its Subsidiaries or any of its SubsidiariesAffiliates, shall be deemed to constitute any representation or warranty by the Agent any Agent-Related Person to any Lender. Each Lender represents to the each Agent that it has, independently and without reliance upon the Agent or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assetsprospects, operations, propertyProperty, financial and other condition, prospects condition and creditworthiness of Holdings Borrower and its Subsidiaries any other Person (other than the Lender Group) party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to Borrower. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other condition, prospects condition and creditworthiness of Holdings Borrower and its Subsidiariesany other Person (other than the Lender Group) party to a Loan Document. The Except for notices, reports and other documents expressly herein required to be furnished to the Lender Group by Agent, no Agent shall not have any duty or responsibility to provide any member of the Lender Group with any credit or other information concerning the business, prospects, operations, assets, propertyProperty, financial and other condition, prospects condition or creditworthiness of Holdings or Borrower and any of its Subsidiaries which other Person party to a Loan Document that may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneysthe Agent-in-fact or affiliatesRelated Persons.

Nonreliance on Agent and Other Lenders. Each Lender expressly acknowledges that neither none of the Agent nor any of its respective officers, directors, employees, agents, attorneysAgent-in-fact or affiliates have Related Persons has made any representations representation or warranties warranty to it it, and that no act by the any Agent hereinafter taken, including any review of the affairs or Property of Holdings the Obligors and their Subsidiaries or any of its SubsidiariesAffiliates, shall be deemed to constitute any representation or warranty by the Agent any Agent-Related Person to any Lender. Each Lender represents to the each Agent that it has, independently and without reliance upon the Agent or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assetsprospects, operations, propertyProperty, financial and other condition, prospects condition and creditworthiness of Holdings the Obligors and its Subsidiaries any other Person (other than the Lender Group) party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to Borrower. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other condition, prospects condition and creditworthiness of Holdings the Obligors and its Subsidiariesany other Person (other than the Lender Group) party to a Loan Document. The Except for notices, reports and other documents expressly herein required to be furnished to the Lender Group by Agent, no Agent shall not have any duty or responsibility to provide any member of the Lender Group with any credit or other information concerning the business, prospects, operations, assets, propertyProperty, financial and other condition, prospects condition or creditworthiness of Holdings or the Obligors and any of its Subsidiaries which other Person party to a Loan Document that may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneysthe Agent-in-fact or affiliatesRelated Persons.

Nonreliance on Agent and Other Lenders. Each Lender and the Issuing Bank expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdings or the Borrowers and/or any of its their Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any LenderLender and the Issuing Bank. Each Lender and the Issuing Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other condition, prospects condition and creditworthiness of Holdings the Borrowers and its their Subsidiaries and made its own decision to make its Revolving Credit Loans hereunder and enter into this Agreement. Each Lender and the Issuing Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition, prospects condition and creditworthiness of Holdings the Borrowers and its their Subsidiaries. The Except for notices, reports and other documents expressly required to be furnished to the Lenders or the Issuing Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Issuing Bank with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionor otherwise), prospects or creditworthiness of Holdings or any of its the Borrowers and their Subsidiaries which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates.