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

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each 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 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, (ii) its own appraisal of the creditworthiness of the Credit Parties and (iii) its own appraisal of the Hermes Cover and, except as expressly provided in this Agreement, none of the Agents shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, any other Credit Document, the Hermes Cover or the financial condition of the Credit Parties or any of them or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Parent and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Parent and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderLender 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 the Credit Parties Borrowers and their Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrowers and (iii) its own appraisal of the Hermes Cover their Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them Borrowers and their 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrowers and their Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents shall be responsible to any 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each 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 the Credit Parties Borrowers in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties and (iii) its own appraisal of the Hermes Cover Borrowers and, except as expressly provided in this AgreementAgreement and the other Credit Documents, none of the Agents shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the The Agents shall not be responsible to any 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them Borrowers or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, Agreement or any other Credit Document, or the Hermes Cover, satisfaction of any of the conditions precedent set forth in Article IV or the financial condition of the Credit Parties or any of them Borrowers or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon any Agent (for purposes of this Section 13.03, the Agentsterm “Agent” shall include all officers, directors, agents, employees and affiliates of the respective Agent), each LenderLender and the holder of each Revolving 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 the Credit Parties Borrowers and their Subsidiaries in connection with the making and the continuance of the Revolving Loans and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrowers and (iii) its own appraisal of the Hermes Cover their Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Revolving Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Revolving Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any Lender or the holder of any Revolving 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties any Borrower or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties any Borrower or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness credit­worth­iness of the Credit Parties Parent and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents shall be responsible to any 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 here­with or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Parent and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each 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 the Credit Parties Borrower in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties and (iii) its own appraisal of the Hermes Cover Borrower and, except as expressly provided in this AgreementAgreement and the other Credit Documents, none of the Agents shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the The Agents shall not be responsible to any 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, or the Hermes Cover, satisfaction of any of the conditions precedent set forth in Article IV or the financial condition of the Credit Parties or any of them Borrower or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None No Agent nor any of the Agents its affiliates or any of its officers, directors, agents, or employees shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon any Agent (for purposes of this Section 12.03, the Agentsterm “Agent” shall include all officers, directors, agents, employees and affiliates of the respective Agent), each LenderLender 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 the Credit Parties Borrowers and their Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrowers and (iii) its own appraisal of the Hermes Cover their Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties any Borrower or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties any Borrower or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderBank, 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 the Credit Parties Borrowers in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties and (iii) its own appraisal of the Hermes Cover Borrowers and, except as expressly provided in this Agreement, none of the Agents shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans any Loan or at any time or times thereafter. None of the The Agents shall not be responsible to any Lender Bank 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrower, or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderLender 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 the Credit Parties Parent Guarantor 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Parent Guarantor and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents shall be responsible to any 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them Parent Guarantor 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Parent Guarantor and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties Borrower or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties Borrower or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderLender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (ia) its own independent investigation of the financial condition and affairs of the Credit Parties Obligors in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith, herewith and (iib) its own appraisal of the creditworthiness of the Credit Parties and (iii) its own appraisal of the Hermes Cover Obligors and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them Obligors or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Obligors or the existence or possible existence of any Default or an Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon any Agent (for purposes of this Section 12.03, the Agentsterm “Agent” shall include all officers, directors, agents, employees and affiliates of the respective Agent), each LenderLender 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 the Credit Parties Borrowers and their Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrowers and (iii) its own appraisal of the Hermes Cover their Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties any Borrower or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties any Borrower or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice thereof titled “notice of default” is given to the Administrative Agent by the Corporation or a Lender.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderBank 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Holdings and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any Lender 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Holdings and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each 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 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, (ii) its own appraisal of the creditworthiness of the Credit Parties and (iii) its own appraisal of the Hermes Cover and, except as expressly provided in this Agreement, none of the Agents shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, any other Credit Document, the Hermes Cover or the financial condition of the Credit Parties or any of them or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them or the existence or possible existence of any Default or Event of Default.. ​

Lack of Reliance on the Agents. Independently and without ------------------------------ reliance upon the Agentsany Agent, each LenderBank 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) each of its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any Lender 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties Borrower or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties Borrower or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderLender 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 the Credit Parties Furniture Brands 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Furniture Brands and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None No Agent nor any of the Agents its affiliates or any of its officers, directors, agents, or employees shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them Furniture Brands 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Furniture Brands and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentseither Agent, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each 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 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, (ii) its own appraisal of the creditworthiness of the Credit Parties and (iii) its own appraisal of the Hermes Cover and, except as expressly provided in this Agreement, none of the Agents shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, any ​ ​ -96- ​ ​ ​ other Credit Document, the Hermes Cover or the financial condition of the Credit Parties or any of them or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderBank 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 the Credit Parties Parent 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Parent and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, 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. None of the Agents No Agent shall be responsible to any Lender 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties Parent or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties Parent or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon any Agent (for purposes of this Section 13.03, the Agentsterm “Agent” shall include all officers, directors, agents, employees and affiliates of the respective Agent), each LenderLender and the holder of each Revolving Note or 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 the Credit Parties Borrowers and their Subsidiaries in connection with the making and the continuance of the Revolving Loans and Term Loans and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrowers and (iii) its own appraisal of the Hermes Cover their Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Revolving Note or Term Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Revolving Loans or Term Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any Lender or the holder of any Revolving Note or Term Note or 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties any Borrower or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties any Borrower or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None No Agent nor any of the Agents its affiliates or any of its officers, directors, agents or employees shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without ------------------------------ reliance upon the Agentseither Agent, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents neither Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents Neither Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon any Agent (for purposes of this Section 12.03, the Agentsterm "Agent" shall include all officers, directors, agents, employees and affiliates of the respective Agent), each LenderLender 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 the Credit Parties Borrowers and their Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrowers and (iii) its own appraisal of the Hermes Cover their Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties any Borrower or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties any Borrower or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Parent and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents shall be responsible to any 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Parent and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderLender 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 the Credit Parties Borrowers and their respective Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrowers and (iii) its own appraisal of the Hermes Cover their respective Subsidiaries and, except as expressly provided in this Agreement, none of the Agents shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them Borrowers and 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrowers and their respective Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderLender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (ia) its own independent investigation of the financial condition and affairs of the Credit Parties 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, herewith and (iib) its own appraisal of the creditworthiness of the Credit Parties Holdings and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Loan Document or the financial condition of the Credit Parties Holdings or any of them 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, Agreement or any other Credit Loan Document, the Hermes Cover, or the financial condition of the Credit Parties Holdings or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentseither Agent, each LenderBank 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 the Credit Parties Company 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Company and (iii) its own appraisal of the Hermes Cover Sub- sidiaries and, except as expressly provided in this Agreement, none of the Agents neither Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents Neither Agent shall be responsible to any Lender Bank or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any documentdocu- ment, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them Company 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Company and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Holdings and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Holdings and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderBank and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) all of its own independent investigation of the financial condition and affairs of Borrower and the Credit Parties Subsidiaries in connection with the making and the continuance of the Loans and issuance and/or participation in Letters of Credit and the taking or not taking of any action in connection herewith, herewith and (iib) its own appraisal of the creditworthiness of Borrower and the Credit Parties and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the The Agents shall not be responsible to any Lender 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of Borrower and the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of Borrower and the Credit Parties or any of them Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents shall be responsible to any 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any 108 other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the The Agents shall not be responsible to any 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Loan Document or the financial condition of the Credit Parties Borrower or any of them 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, Agreement or any other Credit Loan Document, the Hermes Cover, or the financial condition of the Credit Parties Borrower or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None No Agent nor any of the Agents its affiliates or any of its officers, directors, agents, or employees shall be responsible to any 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default. No Agent shall be deemed to have knowledge of any Event of Default unless and until notice describing such Event of Default is given to the Agent by the Borrower or a Lender, and each Agent shall be entitled to conclusively rely on any such notice without independent investigation.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority 100 107 or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents shall be responsible to any 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 here-with or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderLender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (ia) its own independent investigation of the financial condition and affairs of the Credit Parties 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, herewith and (iib) its own appraisal of the creditworthiness of the Credit Parties Holdings and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties Holdings or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties Holdings or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None No Agent nor any of the Agents its affiliates or any of its officers, directors, agents, or employees shall be responsible to any 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, enforceability, perfection, collectibilitycollectibilitycollectability , priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default. No Agent shall be deemed to have knowledge of any Event of Default unless and until notice describing such Event of Default is given to the Agent by the Borrower or a Lender, and each Agent shall be entitled to conclusively rely on any such notice without independent investigation.

Lack of Reliance on the Agents. Independently and without reliance upon the AgentsAdministrative Agent, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties Borrower or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties Borrower or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderBank 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 the Credit Parties and each of their Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness credit-worthiness of the Credit Parties and (iii) its own appraisal each of the Hermes Cover their Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None No Agent nor any of the Agents its affiliates nor any of their respective officers, directors, agents or employees shall be responsible to any Lender for Bank or the holder of any Note or any other Person for, or be required or have any duty to ascertain, inquire or verify the accuracy of, (i) any recitals, statements, information, representations or warranties herein herein, in any other Credit Document or in any document, certificate or other writing delivered in connection herewith or for therewith, (ii) the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover or (iii) the financial condition of the Credit Parties or any of them or be required to make any inquiry concerning either their Subsidiaries, (iv) the performance or observance by any Credit Party or any of its Subsidiaries of any of the terms, provisions or conditions of this Agreement, Agreement or any other Credit Document, (v) the Hermes Cover, or the financial condition satisfaction of any of the Credit Parties conditions precedent set forth in Section 4 or any of them or (vi) the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderBank 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 the Credit Parties 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, herewith -125- 138 and (ii) its own appraisal of the creditworthiness of the Credit Parties Holdings and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any Lender 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Holdings and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderBank 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 Borrower and the Credit Parties Subsidiaries in connection with the making and the continuance of the Loans and issuance and/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 creditworthiness of Borrower and the Credit Parties and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the The Agents shall not be responsible to any Lender 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of Borrower and the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of Borrower and the Credit Parties or any of them Subsidiaries or the existence or possible existence of any Default or Event of Default.. 11.04

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderLender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (ia) its own independent investigation of the financial condition and affairs of the Credit Parties AbitibiBowater 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, herewith and (iib) its own appraisal of the creditworthiness of the Credit Parties AbitibiBowater and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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 due execution, effectiveness, legality, genuineness, validity, enforceability, perfection, collectibilitycollectability, priority priority, sufficiency or sufficiency value of this Agreement, any other Credit Loan Document, any other agreements or certificates, requests, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Hermes Cover Loan Documents or in any such instrument, or the financial condition statements of the Credit Parties AbitibiBowater or any of them its Subsidiaries or be required to ascertain or make any inquiry concerning either the performance or observance of any of the terms, provisions provisions, covenants, conditions, agreements or conditions obligations of this Agreement, Agreement or any other Credit Loan Document, the Hermes Cover, or the creditworthiness or financial condition of the Credit Parties AbitibiBowater or any of them its Subsidiaries, or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and ------------------------------ without reliance upon the Agentsany Agent, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None No Agent nor any of the Agents its affiliates or any of its officers, directors, agents, or employees shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without ------------------------------ reliance upon the Agentsany Agent, each LenderBank 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness credit worthiness of the Credit Parties Borrower and (iii) each of its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any Lender 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, genuinenessgenuine ness, validity, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties Borrower or any of them its Subsidiaries or be required to make any inquiry concerning either the performance per formance or observance of any of the terms, provisions or conditions of this Agreement, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties Borrower or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderBank 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Holdings and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the The Agents shall not be responsible to any Lender 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Holdings and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderBank 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 the each Credit Parties Party and each of their Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness credit-worthiness of the each Credit Parties Party and (iii) each of its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any Lender 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the any Credit Parties Party or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the any Credit Parties Party or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderBank 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 Borrower and the Credit Parties Subsidiaries in connection with the making and the continuance of the Loans and issuance and/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 creditworthiness of Borrower and the Credit Parties and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the The Agents shall not be responsible to any Lender 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of Borrower and the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of Borrower and the Credit Parties or any of them Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon any Agent (for purposes of this Section 12.03, the Agentsterm “Agent” shall include all officers, directors, agents, employees and affiliates of the respective Agent), each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties Borrower or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties Borrower or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentseither Agent, each LenderBank 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 the Credit Parties Company 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Company and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents neither Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents Neither Agent shall be responsible to any Lender 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them Company 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Company and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the AgentsAdministrative Agent or the Syndication Agent, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of neither the Agents Administrative Agent nor the Syndication Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of Neither the Agents Administrative Agent nor the Syndication Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties Borrower or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties Borrower or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) each of its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties Borrower or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties Borrower or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderBank 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Holdings and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents Neither Agent shall be responsible to any Lender 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties Holdings or any of them its Subsidiaries or be required to make any inquiry concerning con- cerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties Holdings or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other 101 Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderLender 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 the Credit Parties Corporate Guarantor, the Borrower and their respective Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Corporate Guarantor, the Borrower and (iii) its own appraisal of the Hermes Cover their respective Subsidiaries and, except as expressly provided in this Agreement, none of the Agents shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents shall be responsible to any 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them Corporate Guarantor, the Borrower and 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Corporate Guarantor, the Borrower and their respective Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderLender 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 the Credit Parties Furniture Brands 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Furniture Brands and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession or that of any of its Affiliates before the making of the Loans or at any time or times thereafter. None No Agent nor any of the Agents its affiliates or any of its officers, directors, agents, or employees shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them Furniture Brands 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Furniture Brands and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderBank and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) all of its own independent investigation of the financial condition and affairs of Borrower and the Credit Parties Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith, herewith and (iib) its own appraisal of the creditworthiness of Borrower and the Credit Parties and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the The Agents shall not be responsible to any Lender 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of Borrower and the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of Borrower and the Credit Parties or any of them Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each LenderLender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (ia) its own independent investigation of the financial condition and affairs of the Credit Parties AbitibiBowaterResolute 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, herewith and (iib) its own appraisal of the creditworthiness of the Credit Parties AbitibiBowaterResolute and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any Lender or the holder -183- 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 due execution, effectiveness, legality, genuineness, validity, enforceability, perfection, collectibilitycollectability, priority priority, sufficiency or sufficiency value of this Agreement, any other Credit Loan Document, any other agreements or certificates, requests, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Hermes Cover Loan Documents or in any such instrument, or the financial condition statements of the Credit Parties AbitibiBowaterResolute or any of them its Subsidiaries or be required to ascertain or make any inquiry concerning either the performance or observance of any of the terms, provisions provisions, covenants, conditions, agreements or conditions obligations of this Agreement, Agreement or any other Credit Loan Document, the Hermes Cover, or the creditworthiness or financial condition of the Credit Parties AbitibiBowaterResolute or any of them its Subsidiaries, or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the AgentsAdministrative Agent, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document 108 or the financial condition of the Credit Parties Borrower or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties Borrower or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentseither Agent, each LenderLender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (ia) its own independent investigation of the financial condition and affairs of the Credit Parties 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, herewith and (iib) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents neither Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents Neither Agent shall be responsible to any 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Loan Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Loan Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any [Different first page link-to-previous setting changed from off in original to on in modified]. [Link-to-previous setting changed from on in original to off in modified]. duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None No Agent nor any of the Agents its affiliates or any of its officers, directors, agents, or employees shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance ------------------------------ upon the Agents, each LenderBank, 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 the Credit Parties Borrowers in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties and (iii) its own appraisal of the Hermes Cover Borrowers and, except as expressly provided in this Agreement, none of the Agents shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans any Loan or at any time or times thereafter. None of the The Agents shall not be responsible to any Lender Bank 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties any Borrower or any of them Borrowers, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties any Borrower or any of them Borrowers, or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderBank 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 each of HFS and the Credit Parties Company and its Subsidiaries and Joint Ventures in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness of each of HFS and the Credit Parties Company and (iii) its own appraisal of the Hermes Cover Subsidiaries and Joint Ventures and, except as expressly provided in this Agreement, none of the Agents neither Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents Neither Agent shall be responsible to any Lender 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of HFS or the Credit Parties or any of them Company and its Subsidiaries and Joint Ventures or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of HFS or the Credit Parties or any of them Company and its Subsidiaries and Joint Ventures or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderBank 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 the Company and its Subsidiaries and the other Credit Parties in connection with the making and the continuance of the Loans and the issuance and assumption of the Letters of Credit and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness of the Company and the issuance and assumption of the Letters of Credit and the other Credit Parties and (iii) its own appraisal of the Hermes Cover and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or the issuance and assumption of the Letters of Credit or at any time or times thereafter. None No Agent or any of the Agents its respective affiliates nor any of its respective officers, directors, agents or employees shall be responsible to any Lender 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties Company or its Subsidiaries or any of them other Credit Party or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties Company or its Subsidiaries or any of them other Credit Party or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderLender and the holder of each Revolving 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Parent and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Revolving Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None No Agent nor any of the Agents its affiliates or any of its officers, directors, agents or employees shall be responsible to any Lender or the holder of any Revolving 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Parent and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderBank 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 the Credit Parties and each of their Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness credit- -130- 138 worthiness of the Credit Parties and (iii) its own appraisal each of the Hermes Cover their Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None No Agent nor any of the Agents its affiliates nor any of their respective officers, directors, agents or employees shall be responsible to any Lender for Bank or the holder of any Note or any other Person for, or be required or have any duty to ascertain, inquire or verify the accuracy of, (i) any recitals, statements, information, representations or warranties herein herein, in any other Credit Document or in any document, certificate or other writing delivered in connection herewith or for therewith, (ii) the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover or (iii) the financial condition of the Credit Parties or any of them or be required to make any inquiry concerning either their Subsidiaries, (iv) the performance or observance by any Credit Party or any of its Subsidiaries of any of the terms, provisions or conditions of this Agreement, Agreement or any other Credit Document, (v) the Hermes Cover, or the financial condition satisfaction of any of the Credit Parties conditions precedent set forth in Section 5 or any of them 6 or (vi) the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without ------------------------------ reliance upon the Agentsany Agent, each LenderBank 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Parent and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any Lender 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Parent and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderLender 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 the Credit Parties Borrower and its Subsidiaries in connection with the making and the continuance of the Loans and the issuance of the Letters of Credit and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or the issuance of any Letter of Credit or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties Borrower or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties Borrower or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon any Agent (for purposes of this Section 13.03, the Agentsterm "Agent" shall include all officers, directors, agents, employees and affiliates of the respective Agent), each LenderLender 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 the Credit Parties Borrowers and their Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrowers and (iii) its own appraisal of the Hermes Cover their Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties any Borrower or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties any Borrower or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentseither Agent, each LenderLender 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 the Credit Parties WLI 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties WLI and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them WLI 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them WLI and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without ------------------------------ reliance upon the Agentsany Agent, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Holdings and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties Holdings or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties Holdings or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentseither Agent, each LenderLender 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 the Credit Parties any Borrower or Starwood Party in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties and (iii) its own appraisal of the Hermes Cover any Borrower or Starwood Party and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties any Borrower or any of them Starwood Party or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties any Borrower or any of them Starwood Party or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each LenderLender 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Parent and (iii) its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None No Agent nor any of the Agents its affiliates or any of its officers, directors, agents or employees shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties or any of them 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, Agreement or any other Credit Document, the Hermes Cover, or the financial condition of the Credit Parties or any of them Parent and its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each Lender, each Issuing 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 the Credit Parties Canadian Parent 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Canadian Parent and (iii) each of its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None No Agent nor any of the Agents their respective affiliates nor any of their respective officers, directors, agents, or employees shall be responsible to any 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, enforceability, perfection, collectibility, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Document or the financial condition of the Credit Parties Canadian Parent or any of them 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, Agreement or any other Credit Document, the Hermes Cover, Document or the financial condition of the Credit Parties Canadian Parent or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.

Lack of Reliance on the Agents. Independently and without reliance upon the Agentsany Agent, each Lender and each Issuing 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 the Credit Parties 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, herewith and (ii) its own appraisal of the creditworthiness of the Credit Parties Borrower and (iii) each of its own appraisal of the Hermes Cover Subsidiaries and, except as expressly provided in this Agreement, none of the Agents no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents No Agent shall be responsible to any 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, enforceability, perfection, collectibilitycollectability, priority or sufficiency of this Agreement, Agreement or any other Credit Document, the Hermes Cover Loan Document or the financial condition of the Credit Parties Borrower or any of them 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, Agreement or any other Credit Loan Document, the Hermes Cover, or the financial condition of the Credit Parties Borrower or any of them its Subsidiaries or the existence or possible existence of any Default or Event of Default.