Common use of No Reliance; Information Clause in Contracts

No Reliance; Information. (i) The Second Lien Collateral Agent, for itself and on behalf of its Secured Party, acknowledges that its Secured Party has, independently and without reliance upon the First Lien Collateral Agent and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Lien Documents to which they are party and (ii) its Secured Party will, independently and without reliance upon on the First Lien Collateral Agent, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. (i) The First Lien Collateral Agent acknowledges that it has not relied on the Second Lien Collateral Agent or Second Lien Secured Party in its decision to enter into the Lien Documents to which it is a party and will without reliance upon on the Second Lien Collateral Agent continue to make decision in taking or not taking any action under this Agreement or other related document to which it is a party. (c) Except as necessary to comply with their express respective contractual obligations under the terms and conditions of this Agreement, the First Lien Collateral Agent and the Second Lien Secured Parties shall have no duty to disclose to each other, any information relating to WCI or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the Obligations, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Collateral Agent or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

No Reliance; Information. (i) The Each Second Lien Collateral AgentAgent and Second Lien Representative, for itself and on behalf of its Secured Partytheir Related Second Lien Claimholders, acknowledges that its Secured Party has(a) their Related Second Lien Claimholders have, independently and without reliance upon the First any Second Lien Collateral Agent Agent, Second Lien Representative or any Related Second Lien Claimholders, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Second Lien Documents to which they are party and (iib) its Secured Party their Related Second Lien Claimholders will, independently and without reliance upon on the First any Second Lien Collateral Agent, Second Lien Representative or any of their Related Second Lien Claimholders, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. (i) Second Lien Document. The First Lien Collateral Agent acknowledges that it has not relied on the Second Lien Collateral Agent Agent, Second Lien Representative or Second Lien Secured Party in its decision to enter into the Lien Documents to which it is a party and will without reliance upon on the Second Lien Collateral Agent continue to make decision in taking or not taking Claimholders of any action under this Agreement or other related document to which it is a party. (c) Except as necessary to comply with their express respective contractual obligations under the terms and conditions of this Agreement, the First Lien Collateral Agent and the Second Lien Secured Parties Class shall have no duty to disclose to each otherany Second Lien Collateral Agent, Second Lien Representative or any Second Lien Claimholder of any other Class any information Exhibit E – Page 26 relating to WCI the Company or any of the other Grantors or their respective Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the Second Lien Obligations, that is known or becomes known to any of them or any of their Affiliates. In If the event any First Second Lien Collateral Agent Agent, Second Lien Representative or any Second Lien Secured PartyClaimholder of any Class, in its sole discretion, undertakes at any time or from time to time to provide any such information to, as the case may be, the Second Lien Collateral Agent, Second Lien Representative or any Second Lien Claimholder of any other Class, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

No Reliance; Information. (i) The Each Second Lien Collateral AgentAgent and Second Lien Representative, for itself and on behalf of its Secured Partytheir Related Second Lien Claimholders, acknowledges that its Secured Party has(a) their Related Second Lien Claimholders have, independently and without reliance upon the First any Second Lien Collateral Agent Agent, Second Lien Representative or any Related Second Lien Claimholders, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Second Lien Documents to which they are party and (iib) its Secured Party their Related Second Lien Claimholders will, independently and without reliance upon on the First any Second Lien Collateral Agent, Second Lien Representative or any of their Related Second Lien Claimholders, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. (i) Second Lien Document. The First Lien Collateral Agent acknowledges that it has not relied on the Second Lien Collateral Agent Agent, Second Lien Representative or Second Lien Secured Party in its decision to enter into the Lien Documents to which it is a party and will without reliance upon on the Second Lien Collateral Agent continue to make decision in taking or not taking Claimholders of any action under this Agreement or other related document to which it is a party. (c) Except as necessary to comply with their express respective contractual obligations under the terms and conditions of this Agreement, the First Lien Collateral Agent and the Second Lien Secured Parties Class shall have no duty to disclose to each otherany Second Lien Collateral Agent, Second Lien Representative or any Second Lien Claimholder of any other Class any information relating to WCI the Issuer or any of the other Grantors or their respective Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the Second Lien Obligations, that is known or becomes known to any of them or any of their Affiliates. In If the event any First Second Lien Collateral Agent Agent, Second Lien Representative or any Second Lien Secured PartyClaimholder of any Class, in its sole discretion, undertakes at any time or from time to time to provide any such information to, as the case may be, the Second Lien Collateral Agent, Second Lien Representative or any Second Lien Claimholder of any other Class, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

No Reliance; Information. (i) The Second Lien Collateral AgentEach Authorized Representative, for itself and on behalf of its Related Secured PartyParties, acknowledges that (a) such Authorized Representative and its Related Secured Party hasParties have, independently and without reliance upon the First Lien Collateral Agent Agent, any other Authorized Representative or any of its Related Secured Parties, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the First Lien Credit Documents to which they are party and (iib) such Authorized Representative and its Related Secured Party Parties will, independently and without reliance upon on the First Lien Collateral Agent, any other Authorized Representative or any of its Related Secured Parties, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan First Lien Credit Document to which they are party. (i) . The First Lien Collateral Agent acknowledges that it has not relied on the Second Lien Collateral Agent or Second Lien Secured Party in its decision to enter into the Lien Documents to which it is a party and will without reliance upon on the Second Lien Collateral Agent continue to make decision in taking Authorized Representative or not taking any action under this Agreement or other related document to which it is a party. (c) Except as necessary to comply with their express respective contractual obligations under the terms and conditions of this Agreement, the First Lien Collateral Agent and the Second Lien Secured Parties of any Class shall have no duty to disclose to each other, any Secured Party of any other Class any information relating to WCI the Company or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations, that is known or becomes known to any of them or any of their Affiliates. In , provided that, in connection with any enforcement action taken or proposed to be taken by Collateral Agent hereunder or otherwise upon the event any reasonable request of the Collateral Agent from time to time, each Authorized Representative shall provide the Collateral Agent with information (including reasonable supporting backup detail) as to the aggregate amounts of principal, interest, make whole amounts or similar prepayment premiums or breakage costs outstanding at such time in respect of the relevant First Lien Obligations of its Related Secured Parties, and the undrawn amounts of any outstanding Letters of Credit and an estimate of the amount of any Net Hedging Obligations with respect thereto, and shall exercise good faith, reasonable efforts to confirm the accuracy of such information. If the Collateral Agent or the Authorized Representative or any Second Lien Secured PartyParty of any Class, in its sole discretion, undertakes at any time or from time to time to provide any such information to, as the case may be, the Authorized Representative or any Secured Party of any other Class, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

No Reliance; Information. (i) The Each Second Lien Collateral AgentAgent and Second Lien Representative, for itself and on behalf of its Secured Partytheir Related Second Lien Claimholders, acknowledges that its Secured Party has(a) their Related Second Lien Claimholders have, independently and without reliance upon the First any Second Lien Collateral Agent Agent, Second Lien Representative or any Related Second Lien Claimholders, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Second Lien Documents to which they are party and (iib) its Secured Party their Related Second Lien Claimholders will, independently and without reliance upon on the First any Second Lien Collateral Agent, Second Lien Representative or any of their Related Second Lien Claimholders, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. (i) Second Lien Document. The First Lien Collateral Agent acknowledges that it has not relied on the Second Lien Collateral Agent Agent, Second Lien Representative or Second Lien Secured Party in its decision to enter into the Lien Documents to which it is a party and will without reliance upon on the Second Lien Collateral Agent continue to make decision in taking or not taking Claimholders of any action under this Agreement or other related document to which it is a party. (c) Except as necessary to comply with their express respective contractual obligations under the terms and conditions of this Agreement, the First Lien Collateral Agent and the Second Lien Secured Parties Class shall have no duty to disclose to each otherany Second Lien Collateral Agent, Second Lien Representative or any Second Lien Claimholder of any other Class any information relating to WCI the Company or any of the other Grantors or their respective Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the Second Lien Obligations, that is known or becomes known to any of them or any of their Affiliates. In If the event any First Second Lien Collateral Agent Agent, Second Lien Representative or any Second Lien Secured PartyClaimholder of any Class, in its sole discretion, undertakes at any time or from time to time to provide any such information to, as the case may be, the Second Lien Collateral Agent, Second Lien Representative or any Second Lien Claimholder of any other Class, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

No Reliance; Information. (ia) The Second Priority Lien Collateral Agent, for itself and on behalf of its Secured Partythe holders of Priority Lien Obligations, acknowledges that its Secured Party has, (i) the holders of Priority Lien Obligations have independently and without reliance upon the First any holder of Parity Junior Lien Collateral Agent Obligations, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Priority Lien Documents to which they are party and (ii) its Secured Party will, the holders of Priority Lien Obligations will independently and without reliance upon on the First any holder of Parity Junior Lien Collateral Agent, Obligations and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Priority Lien Document to which they are party. (i) . The First holders of Priority Lien Collateral Agent acknowledges that it has not relied on the Second Lien Collateral Agent or Second Lien Secured Party in its decision to enter into the Lien Documents to which it is a party and will without reliance upon on the Second Lien Collateral Agent continue to make decision in taking or not taking any action under this Agreement or other related document to which it is a party. (c) Except as necessary to comply with their express respective contractual obligations under the terms and conditions of this Agreement, the First Lien Collateral Agent and the Second Lien Secured Parties Obligations shall have no duty to disclose to each other, any holder of Parity Junior Lien Obligations any information relating to WCI Holdings, any other Grantor or any of the their Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the Obligations, that is known or becomes known to any of them or any of their Affiliates. In the event any First holder of Priority Lien Collateral Agent or any Second Lien Secured PartyObligations, in its sole discretion, undertakes at any time or from time to time to provide any such information to any holder of Parity Junior Lien Obligations, it shall be under no obligation (iA) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (iiB) to provide any additional information or to provide any such information on any subsequent occasion or (iiiC) to undertake any investigation. (b) The Parity Junior Lien Collateral Agent, for itself and on behalf of the holders of Parity Junior Lien Obligations, acknowledges that (i) the holders of Parity Junior Lien Obligations have independently and without reliance upon any holder of Priority Lien Obligations, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Parity Junior Lien Documents to which they are party and (ii) the holders of Parity Junior Lien Obligations will independently and without reliance upon any holder of Priority Lien Obligations and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Parity Junior Lien Document to which they are party. The holders of Parity Junior Lien Obligations shall have no duty to disclose to any holder of Priority Lien Obligations any information relating to Holdings, any other Grantor or any of their Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the Obligations, that is known or becomes known to any of them or any of their Affiliates. In the event any holder of Parity Junior Lien Obligations, in its sole discretion, undertakes at any time or from time to time to provide any such information to any holder of Priority Lien Obligations, it shall be under no obligation (A) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (B) to provide any additional information or to provide any such information on any subsequent occasion or (C) to undertake any investigation.

No Reliance; Information. (i) The Second Lien Collateral Each Administrative Agent, for itself and on behalf of its the respective other Secured PartyParties, acknowledges that its (a) the respective Secured Party hasParties have, independently and without reliance upon upon, in the case of the First Lien Collateral Agent Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Lien Loan Documents to which they are party and (iib) its the respective Secured Party Parties will, independently and without reliance upon on upon, in the case of the First Lien Collateral AgentSecured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. (i) . The First Lien Collateral Agent acknowledges that it has not relied on the Second Lien Collateral Agent or Second Lien Secured Party in its decision to enter into the Lien Documents to which it is a party and will without reliance upon on the Second Lien Collateral Agent continue to make decision in taking or not taking any action under this Agreement or other related document to which it is a party. (c) Except as necessary to comply with their express respective contractual obligations under the terms and conditions of this Agreement, the First Lien Collateral Agent Parties and the Second Lien Secured Parties shall have no duty to disclose to each otherany Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to WCI the Company or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the Obligations, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Collateral Agent Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

No Reliance; Information. (i) The Second Lien Each of the Collateral AgentAgents, for itself and on behalf of its the respective other Secured PartyParties, acknowledges that its (a) each of the respective Secured Party hasParties have, independently and without reliance upon any of the First Lien Administrative Agent, the Second Lien Administrative Agent, First Lien Secured Party, Second Lien Secured Party, First Lien Collateral Agent or Second Lien Collateral Agent, and based on such documents and information as they have it has deemed appropriate, made their its own credit analysis and decision to enter into the Lien Loan Documents to which they are party and (iib) its the respective Secured Party Parties will, independently and without reliance upon on any of the First Lien Administrative Agent, the Second Lien Administrative Agent, First Lien Secured Party, Second Lien Secured Party, First Lien Collateral Agent or Second Lien Collateral Agent, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Loan Document to which they are party. (i) . The First Lien Collateral Agent acknowledges that it has not relied on the Second Lien Collateral Agent or Second Lien Secured Party in its decision to enter into the Lien Documents to which it is a party and will without reliance upon on the Second Lien Collateral Agent continue to make decision in taking or not taking any action under this Agreement or other related document to which it is a party. (c) Except as necessary to comply with their express respective contractual obligations under the terms and conditions of this Agreement, the First Lien Collateral Agent Parties and the Second Lien Secured Parties shall have no duty to disclose to each otherany Second Lien Secured Party or to any First Lien Secured Party, respectively, any information relating to WCI any Borrower, any other Grantor or any of the Subsidiariestheir respective subsidiaries, if any, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Collateral Agent Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

No Reliance; Information. (i) The Second Lien Collateral Each Administrative Agent, for itself and on behalf of its the applicable other Secured PartyParties, acknowledges that its (a) it and such Secured Party hasParties have, independently and without reliance upon upon, in the First Lien Collateral Agent case of the Revolving Facility Secured Parties, any Term Facility Secured Party and, in the case of the Term Facility Secured Parties, any Revolving Facility Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analysis analyses and decision decisions to enter into the Lien Loan Documents to which they are party and (iib) its it and such Secured Party Parties will, independently and without reliance upon on upon, in the First Lien Collateral Agentcase of the Revolving Facility Secured Parties, any Term Facility Secured Party and, in the case of the Term Facility Secured Parties, any Revolving Facility Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision decisions in taking or not taking any action under this Agreement or any other Loan Document to which they are party. (i) . The First Lien Collateral Agent acknowledges that it has not relied on the Second Lien Collateral Agent or Second Lien Revolving Facility Secured Party in its decision to enter into the Lien Documents to which it is a party and will without reliance upon on the Second Lien Collateral Agent continue to make decision in taking or not taking any action under this Agreement or other related document to which it is a party. (c) Except as necessary to comply with their express respective contractual obligations under the terms and conditions of this Agreement, the First Lien Collateral Agent Parties and the Second Lien Term Facility Secured Parties shall have no duty to disclose to each otherany Term Facility Secured Party or to any Revolving Facility Secured Party, respectively, any information relating to WCI the Borrower or any of the its Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the Revolving Facility Obligations or the Term Facility Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Collateral Agent Revolving Facility Secured Party or any Second Lien Term Facility Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Term Facility Secured Party or any Revolving Facility Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.