Common use of No Responsibility for Certain Matters Clause in Contracts

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by such Agent to Lenders or by or on behalf of Company to such Agent or any Lender in connection with the Loan Documents and the Transactions or for the financial condition or business affairs of Company or any other Person liable for the payment of any Obligations, nor shall such Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Potential Event of Default. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institution.

No Responsibility for Certain Matters. No Agent, Syndication Agent and Arrangers shall not be responsible to any Lender or any Interest Rate Exchanger for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by such Agent, Syndication Agent or Arrangers to Lenders and Interest Rate Exchangers or by or on behalf of Company any Loan Party to such Agent Agent, Syndication Agent, Arrangers or any Lender or any Interest Rate Exchanger in connection with the Loan Documents and the Transactions transactions contemplated thereby or for the financial condition or business affairs of Company any Loan Party or any other Person liable for the payment of any Obligations, nor shall such Agent or Arrangers be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. The Administrative Anything contained in this 153 (Credit Agreement) 161 Agreement to the contrary notwithstanding, Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality arising from confirmations of the foregoing, amount of outstanding Loans or the Administrative Agent shall not (x) be obligated to ascertain, monitor Letter of Credit Usage or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institutionthe component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by such any Agent to Lenders or by or on behalf of Company any Credit Party to such any Agent or any Lender in connection with the Loan Credit Documents and the Transactions transactions contemplated thereby or for the financial condition or business affairs of Company any Credit Party or any other Person liable for the payment of any Secured Obligations, nor shall such any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. The Administrative Agent shall not be responsible deemed to have Knowledge or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality notice of the foregoingoccurrence of any Default or Event of Default unless Administrative Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to arising from confirmations of the amount of outstanding Loans or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institutionthe component amounts thereof.

No Responsibility for Certain Matters. No Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by such Administrative Agent to Lenders or by or on behalf of Company any Loan Party to such Administrative Agent or any Lender in connection with the Loan Documents and the Transactions transactions contemplated thereby or for the financial condition or business affairs of Company any Loan Party or any other Person liable for the payment of any Obligations, nor shall such Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. The Administrative Agent shall not be responsible for the satisfaction of any condition set forth in Section 3 or have elsewhere in any liability forLoan Document, other than to confirm receipt of items expressly required to be delivered to Administrative Agent. Administrative Agent will not be required to take any action that is contrary to applicable law or have any duty provision of this Agreement or any Loan Document. Anything contained herein to ascertainthe contrary notwithstanding, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to arising from confirmations of the amount of outstanding Loans or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institutionthe component amounts thereof.

No Responsibility for Certain Matters. No The Collateral Agent shall not be responsible to any Lender for Purchaser or any other Person for: (i) the creation, perfection or priority of any Lien purported to be created by the Transaction Documents or the value or the sufficiency of any Collateral; or (ii) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Transaction Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by such the Collateral Agent to Lenders the Purchasers or by or on behalf of Company the Seller Parties or any of their Subsidiaries to such the Collateral Agent or any Lender Purchaser in connection with the Loan Transaction Documents and the Transactions transactions contemplated thereby or for the financial condition or business affairs of Company the Seller Parties or any of their Subsidiaries or any other Person liable for the payment of any Royalty Interest Payments or other Obligations, nor shall such the Collateral Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Transaction Documents or as to the use of the proceeds of the Loans Investment Amount or as to the existence or possible existence of any Put Option Event or other breach of Default this Agreement or Potential Event of Defaultthe other Transaction Documents or to make any disclosures with respect to the foregoing, except as expressly provided in any Transaction Document (including the Intercreditor Agreement). The Administrative Anything contained herein to the contrary notwithstanding, the Collateral Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality arising from confirmations of the foregoing, amount of outstanding Royalty Interest Payments or the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institutioncomponent amounts thereof.

No Responsibility for Certain Matters. No Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by such Administrative Agent to Lenders or by or on behalf of Company any Loan Party to such Administrative Agent or any Lender in connection with the Loan Documents and the Transactions transactions contemplated thereby or for the financial condition or business affairs of Company any Loan Party or any other Person liable for the payment of any Obligations, nor shall such Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Potential Event Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of Defaultthe amount of outstanding Term Loans or the component amounts thereof. The In addition, Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x‎(x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant participant or prospective Lender or Participant participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loansloans, or disclosure of confidential information, to to, or the restrictions on any exercise of rights or remedies of, any Disqualified Institution.

No Responsibility for Certain Matters. No Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by such Administrative Agent to Lenders or by or on behalf of Company any Loan Party to such Administrative Agent or any Lender in connection with the Loan Documents and the Transactions transactions contemplated thereby or for the financial condition or business affairs of Company any Loan Party or any other Person liable for the payment of any Obligations, nor shall such Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Potential Event Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of Defaultthe amount of outstanding Term Loans or the component amounts thereof. The In addition, Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant participant or prospective Lender or Participant participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loansloans, or disclosure of confidential information, to to, or the restrictions on any exercise of rights or remedies of, any Disqualified Institution.

No Responsibility for Certain Matters. No Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by such Administrative Agent to Lenders or by or on behalf of Company to such Administrative Agent or any Lender in connection with the Loan Documents and the Transactions transactions contemplated thereby or for the financial condition or business affairs of Company or any other Person liable for the payment of any Obligations, nor shall such Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Potential Event of Default. The Unless and until Administrative Agent has received written notice of an Event of Default or a Potential Event of Default from Holdings or Company, or of an alleged Event of Default or Potential Event of Default from any Lender, Administrative Agent shall not be responsible deemed to have knowledge of any Event of Default, Potential Event of Default or have any liability foralleged Event of Default. Except as expressly set forth in the Loan Documents, or Administrative Agent shall not have any duty to ascertaindisclose, inquire intonor shall it be liable for the failure to disclose, monitor any information related to Holdings, Company or enforceany of their Subsidiaries that is communicated to or obtained by the Administrative Agent or any of its Affiliates in any capacity. Anything contained in this Agreement to the contrary notwithstanding, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out from confirmations of any assignment or participation the amount of outstanding Loans, or disclosure of confidential information, to any Disqualified Institution.

No Responsibility for Certain Matters. No The Administrative Agent shall not be responsible to the Issuing Lender or any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by such the Administrative Agent to Lenders the Issuing Lender, any Lender or by or on behalf of the Company to such Agent the Administrative Agent, the Issuing Lender or any Lender in connection with the Loan Credit Documents and the Transactions transactions contemplated thereby or for the financial condition or business affairs of the Company or any other Person liable for the payment of any Obligationsobligations hereunder, nor shall such the Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans any letter of credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. The Administrative Agent shall not be responsible Default or have to make any liability for, or have any duty disclosures with respect to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out from confirmations of the outstanding amount of any assignment letters of credit or participation of Loans, or disclosure of confidential information, to any Disqualified Institutionthe component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or any other Person for the execution, effectiveness, genuinenessgenuineness (including the Intercreditor Agreement), validity, enforceability, collectibility collectability or sufficiency hereof or of this Agreement or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by such any Agent to Lenders any Lender or by or on behalf of Company any Credit Party to such any Agent or any Lender in connection with the Loan Credit Documents and the Transactions transactions contemplated thereby or for the financial condition or business affairs of Company any Credit Party or any other Person liable for the payment of any Obligations, nor shall such any Agent be required to ascertain or inquire as to the performance or 149 GS/Landec – Credit and Guaranty Agreement observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default or Potential Event as to the value or sufficiency of Defaultany Collateral or as to the satisfaction of any condition set forth in Section 3 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of Holdings or any of its Subsidiaries or to make any disclosures with respect to the foregoing. The Anything contained herein to the contrary notwithstanding, Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality arising from confirmations of the foregoing, amount of outstanding Loans or the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institutioncomponent amounts thereof.

No Responsibility for Certain Matters. No The Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by such Administrative Agent to Lenders or by or on behalf of Company any Loan Party to such Administrative Agent or any Lender in connection with the Loan Documents and the Transactions transactions contemplated thereby or for the financial condition or business affairs of Company any Loan Party or any other Person liable for the payment of any Obligations, nor shall such Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. The Administrative Agent shall not be responsible for the satisfaction of any condition set forth in Section 3 or have elsewhere in any liability forLoan Document, other than to confirm receipt of items expressly required to be delivered to Administrative Agent. The Administrative Agent will not be required to take any action that is contrary to applicable law or have any duty provision of this Agreement or any Loan Document. Anything contained herein to ascertainthe contrary notwithstanding, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to arising from confirmations of the amount of outstanding Loans or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institutionthe component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by such any Agent to Lenders any Lender or by or on behalf of Company the Borrowers to such any Agent or any Lender in connection with the Loan Credit Documents and the Transactions transactions contemplated thereby or for the financial condition or business affairs of Company the Borrowers or any other Person liable for the payment of any Obligations, nor shall such any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Potential Event Default or to make any disclosures with respect to the foregoing (for the avoidance of Defaultdoubt the Administrative Agent shall be deemed not to have knowledge of any Default and until notice, clearly labeled as a “notice of default,” stating that a Default has occurred and describing such Default with particularity is given to the Administrative Agent by the Borrowers or a Lender). The Anything contained herein to the contrary notwithstanding, Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality arising from confirmations of the foregoing, amount of outstanding Loans or the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institutioncomponent amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of this Agreement or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by such any Agent to the Lenders or by or on behalf of Company any Credit Party to such any Agent or any Lender in connection with the Loan Credit Documents and the Transactions transactions contemplated thereby or for the financial condition or business affairs of Company any Credit Party or any other Person liable for the payment of any Obligations, nor shall such any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default or Potential Event of Defaultto make any disclosures with respect to the foregoing. The Anything contained herein to the contrary notwithstanding, Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality arising from confirmations of the foregoingamount of outstanding Term Loans. Borrower acknowledges that it is solely responsible for the contents of the Initial Approved Budget and all other information, documentation or materials delivered to Wilmington Trust FSB by or on behalf of Borrower and its Subsidiaries in connection therewith (collectively, the Administrative Agent shall not (x“Information”) and acknowledges that Wilmington Trust FSB will be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institutionusing and relying upon the Information without independent verification thereof.

No Responsibility for Certain Matters. No The Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by such the Administrative Agent to Lenders or by or on behalf of Company any Credit Party, and Lender or any person providing the Settlement Service to such the Administrative Agent or any Lender in connection with the Loan Credit Documents and the Transactions transactions contemplated thereby or for the financial condition or business affairs of Company any Credit Party or any other Person liable for the payment of any Obligations, nor shall such the Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or any knowledge as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. The Anything contained herein to the contrary notwithstanding, Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality arising from confirmations of the foregoingamount of outstanding Loans, the Administrative Agent shall not (x) be obligated to ascertain, monitor performance or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out observance of any assignment of the covenants, agreements or participation other terms or conditions set forth herein or therein or the occurrence of Loans, any Default or disclosure any Event of confidential information, to any Disqualified InstitutionDefault.

No Responsibility for Certain Matters. No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Note Purchase Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by such Agent to Lenders or by or on behalf of Company any Credit Party to such Agent or any Lender Holder in connection with the Loan Note Purchase Documents and the Transactions transactions contemplated thereby or for the financial condition or business affairs of Company any Credit Party or any other Person liable for the payment of any Obligations, nor shall such Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Note Purchase Documents or as to the use of the proceeds of the Loans Notes or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. The Administrative Agent shall not be responsible for the satisfaction of any condition set forth in Section 4 or elsewhere in any Note Purchase Document, other than to confirm receipt of items expressly required to be delivered to Agent. Agent will not be required to take any action that is contrary to applicable law or any provision of this Agreement or any Note Purchase Document. Anything contained herein to the contrary notwithstanding, Agent shall not have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality arising from confirmations of the foregoing, amount of outstanding Notes or the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institutioncomponent amounts thereof.