Common use of Lack of Reliance on the Agent Clause in Contracts

Lack of Reliance on the Agent. Independently and without reliance upon the Agent, each Bank and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness of Holdings and its Subsidiaries and, except as expressly provided in this Agreement, the Agent shall not have any duty or responsibility, either initially or on a continuing basis, to pro vide any Bank or the holder of any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans or at any time or times thereafter. The Agent shall not be responsible to any Bank or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce ability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of Holdings and its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of Holdings and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance upon the Agent, each Bank Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings and its Subsidiaries and, except as expressly provided in this Agreement, the Agent shall not have any duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank Lender or the holder of any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans or at any time or times thereafter. The Agent shall not be responsible to any Bank Lender or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Loan Document or the financial condition of Holdings and or any of its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Loan Document, or the financial condition of Holdings and or any of its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without ----------------------------- reliance upon the Agent, each Bank Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings the Borrower and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings the Borrower and its Subsidiaries and, except as expressly provided in this Agreement, the Agent shall not have any duty duty, or responsibility, either initially or on a continuing basis, to pro vide provide any Bank Lender or the holder of any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans or at any time or times thereafter. The Agent shall not be responsible to any Bank Lender or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Loan Document or the financial condition of Holdings the Borrower and its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Loan Document, or the financial condition of Holdings the Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance upon the Agent, each Bank and the holder of each Note, to the extent it deemed or deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings the Borrower and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings the Borrower and its Subsidiaries and, except as expressly provided in this Agreement, the Agent shall not have any duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank or the holder of any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans or at any time or times thereafter. The Agent shall not be responsible to any Bank or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of Holdings and the Borrower or any of its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of Holdings and the Borrower or any of its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance ----------------------------- upon the Agent, each Bank Lender and each of the holder holders of each the Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries the Credit Parties in connection with the making and the continuance of the Loans Loan and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings and its Subsidiaries the Credit Parties and, except as expressly provided in this Agreement; notwithstanding the foregoing, the Agent shall not have any duty or responsibility, either initially or and on a continuing basis, to pro vide provide each Lender or any Bank or the holder of any the Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans Loan or at any time or times thereafter. The Agent shall not be responsible to any Bank Lender or the any holder of any the Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Loan Document or the financial condition of Holdings and its Subsidiaries the Credit Parties or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Loan Document, or the financial condition of Holdings and its Subsidiaries the Credit Parties or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without ----------------------------- reliance upon the Agent, each Bank and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings and its Subsidiaries and, except as expressly provided in this Agreement, the Agent shall not have any duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank or the holder of any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans or at any time or times thereafter. The Agent shall not be responsible to any Bank or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of Holdings and its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of Holdings and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance upon the Agent, each Bank and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings the General Partner and its the Borrower and their respective Subsidiaries in connection with the making and the continuance of the Loans and the participation in Letters of Credit and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings the General Partner and its the Borrower and their respective Subsidiaries and, except as expressly provided in this Agreement, the Agent shall not have any no duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank or the holder of any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans Loans, the participation in the Letters of Credit or at any time or times thereafter. The Agent shall not be responsible to any Bank or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of Holdings the General Partner and its the Borrower or their respective Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of Holdings the General Partner and the Borrower or its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance upon the Agent, each Bank Lender and the holder of each NoteIssuing Lender, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings Borrower and each of its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings Borrower and each of its Subsidiaries and, except as expressly provided in this Agreement, the Agent shall not have any duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank Lender or the holder of any Note Issuing Lender with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans or at any time or times thereafter. The Agent shall not be responsible to any Bank Lender or the holder of any Note Issuing Lender for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement or any other Credit Loan Document (or with respect to the validity, priority or perfection of any security interests purported to be created thereunder) or the financial condition of Holdings and the Borrower or any of its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Loan Document, or the financial condition of Holdings and Borrower or any of its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance upon the Agent, each Bank and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries the Borrower in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings and its Subsidiaries the Borrower and, except as expressly provided in this Agreement, the Agent shall not have any duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank or the holder of any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans or at any time or times thereafter. The Agent shall not be responsible to any Bank or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of Holdings and the Borrower or any of its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of Holdings and the Borrower or any of its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance upon the Agent, each Bank and the holder of each Note, to the extent it deemed or deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings the Borrower and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings the Borrower and its Subsidiaries and, except as expressly provided in this Agreement, the Agent shall not have any duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank or the holder of any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans or at any time or times thereafter. The Agent shall not be responsible to any Bank or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the executionexecu tion, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibilitycollect ability, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of Holdings and the Borrower or any of its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of Holdings and the Borrower or any of its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without ----------------------------- reliance upon the Agent, each Bank and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with the making and the continuance of the Loans and the participation in Letters of Credit and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings and its Subsidiaries and, except as expressly provided in this Agreement, the Agent shall not have any no duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank or the holder of any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans Loans, the participation in the Letters of Credit or at any time or times thereafter. The Agent shall not be responsible to any Bank or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of Holdings and or its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of Holdings and or its Subsidiaries or the existence or possible existence of any Default or Event of Default. In no event shall the Agent be required in contravention of applicable law or if such action would cause it, in its sole determination, to incur any risk or liability for which it is not adequately indemnified for to its satisfaction.

Lack of Reliance on the Agent. Independently and without reliance upon the Administrative Agent, each Bank and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings Parent and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings Parent and its Subsidiaries and, except as expressly provided in this Agreement, the Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank or the holder of any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans or at any time or times thereafter. The Administrative Agent shall not be responsible to any Bank or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of Holdings Parent and its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of Holdings Parent and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance upon the Agent, each Bank and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings the Borrower and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings the Borrower and its Subsidiaries and, except as expressly provided in this Agreement, the Agent shall not have any duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank or the holder of any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans or at any time or times thereafter. The Agent shall not be responsible to any Bank or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of Holdings the Borrower and its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of Holdings the Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance upon the Administrative Agent, each Bank and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings Parent and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings Parent and its Subsidiaries and, except as expressly provided in this Agreement, the Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank or the holder of any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans or at any time or times thereafter. The Administrative Agent shall not be responsible to any Bank or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing -121- 129 delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of Holdings Parent and its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of Holdings Parent and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance upon the Agent, each Bank and the holder of each Term Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with the making and the continuance of the Term Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings and its Subsidiaries and, except as expressly provided in this Agreement, the Agent shall not have any duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank or the holder of any Term Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Term Loans or at any time or times thereafter. The Agent shall not be responsible to any Bank or the holder of any Term Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of Holdings and its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of Holdings and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance upon the Agent, each Bank Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings the Borrower and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings the Borrower and its Subsidiaries and, except as expressly provided in this Agreement, the Agent shall not have any duty duty, or responsibility, either initially or on a continuing basis, to pro vide provide any Bank Lender or the holder of any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans or at any time or times thereafter. The Agent shall not be responsible to any Bank Lender or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Loan Document or the financial condition of Holdings the Borrower and its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Loan Document, or the financial condition of Holdings the Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without ----------------------------- reliance upon the Agent, each Bank and the holder of each NoteBank, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings the Company and its Subsidiaries in connection with the making and the continuance of the Loans hereunder, the issuance of or participation in Letters of Credit and the taking or not taking of any action in connection herewith herewith, and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings the Company and its Subsidiaries Subsidiaries, and, except as expressly provided in this Agreement, the Agent shall not have any no duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank or the holder of any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making occurrence of the Loans any Credit Event or at any time or times thereafter. The Agent shall not be responsible to any Bank or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce ability, perfectionenforceability, collectibility, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of Holdings and the Company or any of its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of Holdings and the Company or any of its Subsidiaries Subsidiaries, or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance upon the Agent, each Bank Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries the Credit Parties in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings and its Subsidiaries the Credit Parties and, except as expressly provided in this Agreement, the Agent shall not have any duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank Lender or the holder of any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans or at any time or times thereafter. The Agent shall not be responsible to any Bank Lender or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of Holdings the Borrower and its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of Holdings the Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance upon the Agent, each Bank and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings the Borrower and its Subsidiaries the other Credit Parties in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings the Borrower and its Subsidiaries the other Credit Parties and, except as expressly provided in this Agreement, the Agent shall not have any no duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank or the holder of any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans or at any time or times thereafter. The Agent shall not be responsible to any Bank or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of Holdings and its Subsidiaries the Borrower or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of Holdings and its Subsidiaries the Borrower or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance upon the Agent, each Bank and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings the Borrower and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings the Borrower and its Subsidiaries and, except as expressly provided in this Agreement, the Agent shall not have any duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank or the holder of any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans or at any time or times thereafter. The Agent shall not be responsible to any Bank or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for 80 the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of Holdings the Borrower and its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of Holdings the Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance upon the Agent, each Bank and the holder of each NoteCreditor, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings the Company and its Subsidiaries subsidiaries in connection with such Creditor’s investment in the making Debtors, the creation and the continuance of the Loans Secured Obligations, and the taking or not taking of any action in connection herewith therewith, and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings the Company and its Subsidiaries andsubsidiaries, except as expressly provided in this Agreementand of the value of the Collateral from time to time, and the Agent shall not have any no duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank or the holder of any Note Creditor with any credit credit, market or other information with respect thereto, 102 whether coming into its possession before the making of the Loans any Secured Obligations are incurred or at any time or times thereafter. The Agent shall not be responsible to the Debtors or any Bank or the holder of any Note Creditor for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith herewith, or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibilitycollectability, priority or sufficiency of this the Agreement or any other Credit Document or for the financial condition of Holdings and its Subsidiaries the Debtors or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Documentthe Agreement, or the financial condition of Holdings and its Subsidiaries the Debtors, or the value of any of the Collateral, or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance upon the Administrative Agent, each Bank Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings Parent and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings Parent and its Subsidiaries and, except as expressly provided in this Agreement, the Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank Lender or the holder of any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans or at any time or times thereafter. The Administrative Agent shall not be responsible to any Bank Lender or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of Holdings Parent and its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, -97- 105 provisions or conditions of this Agreement or any other Credit Document, or the financial condition of Holdings Parent and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance upon the Agent, each Bank and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings the Credit Parties and its their Subsidiaries and, except as expressly provided in this Agreement, the Agent shall not have any duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank or the holder of any Note with any credit or other information with respect thereto, 102 whether coming into its possession before the making of the Loans or at any time or times thereafter. The Agent shall not be responsible to any Bank or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of Holdings and its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of Holdings and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance upon the AgentAgent or any other Lender, each Bank and the holder of each Note, to the extent it deems appropriate, Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries the Borrower in connection with the making and the continuance of the Term Loans hereunder and the taking or not taking of any action in connection herewith herewith, and (ii) its own appraisal of the credit worthiness creditworthiness of Holdings and its Subsidiaries and, except as expressly provided in this Agreement, the Borrower. The Agent shall not have any no duty or responsibility, either initially or on a continuing basis, to pro vide provide any Bank or the holder of any Note Lender with any credit or other information with respect thereto, 102 whether coming into its possession before making the making of the Term Loans or at any time or times thereafterthereafter except as shall be provided by the Borrower pursuant to the terms hereof. The Agent shall not be responsible to any Bank or the holder of any Note Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or other writing a statement delivered in connection herewith with or for the execution, effectiveness, genuineness, validity, enforce abilityenforceability, perfection, collectibility, priority collectability or sufficiency of this Agreement or any other Credit Document Loan Document, or of the financial condition of Holdings and its Subsidiaries the Borrower, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit DocumentAgreement, the Loan Documents or the financial condition or prospects of Holdings and its Subsidiaries the Borrower, or the existence or possible existence of any Event of Default or Event of any Default.