Common use of Lack of Reliance on the Administrative Agent and Priority Revolving Agent Clause in Contracts

Lack of Reliance on the Administrative Agent and Priority Revolving Agent. Independently and without reliance upon the Administrative Agent, the Priority Revolving Agent, the Arrangers and of their respective Affiliates, each Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (a) its own independent investigation of the financial condition and affairs of Holdings, the Borrower and the Restricted Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (b) its own appraisal of the creditworthiness of Holdings, the Borrower and the Restricted Subsidiaries and, except as expressly provided in this Agreement, the Administrative Agent, the Priority Revolving Agent and the Arrangers and any of their respective Affiliates 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. The Administrative Agent, the Priority Revolving Agent, the Arrangers and any of their respective Affiliates 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, collectability, priority or sufficiency of this Agreement or any other Loan Document or the financial condition of Holdings, the Borrower or any of the Restricted Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, or the financial condition of Holdings, the Borrower or any of the Restricted Subsidiaries or the existence or possible existence of any Default, Event of Default, Priority Revolving Facility Termination Date, Purchase Option Trigger Event or Priority Revolving Facility Trigger Event. The Administrative Agent, Collateral Agent or Priority Revolving Agent may in good faith ask for such information or support it may deem reasonably necessary to confirm that one or more lenders in fact constitute either the Required Lenders or the Required Facility Lenders under any Facility before taking or declining to take any action under a Loan Document and none of the Administrative Agent, Collateral Agent or Priority Revolving Agent shall be deemed to be liable to any Lender for so taking or so declining to take such action until it shall have received such information so reasonably requested.

Lack of Reliance on the Administrative Agent and Priority Revolving Agent. Independently and without reliance upon the Administrative Agent, the Priority Revolving Agent, the Arrangers and of their respective Affiliates, each Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (a) its own independent investigation of the financial condition and affairs of Holdings, the Borrower and the Restricted Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (b) its own appraisal of the creditworthiness of Holdings, the Borrower and the Restricted Subsidiaries and, except as expressly provided in this Agreement, the Administrative Agent, the Priority Revolving Agent and the Arrangers and any of their respective Affiliates 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. The Administrative Agent, the Priority Revolving Agent, the Arrangers and any of their respective Affiliates 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, collectability, priority or sufficiency of this Agreement or any other Loan Document or the financial condition of Holdings, the Borrower or any of the Restricted Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, or the financial condition of Holdings, the Borrower or any of the Restricted Subsidiaries or the existence or possible existence of any Default, Event of Default, Priority Revolving Facility Termination Date, Purchase Option Trigger Event or Priority Revolving Facility Trigger Event. The Administrative Agent, Collateral Agent or Priority Revolving Agent may in good faith ask for such information or support it may deem reasonably necessary to confirm that one or more lenders in fact constitute either the Required Lenders or the Required Facility Lenders under any Facility before taking or declining to take any action under a Loan Document and none of the Administrative Agent, Collateral Agent or Priority Revolving Agent shall be deemed to be liable to any Lender for so taking or so declining to take such action until it shall have received such information so reasonably requested.. 259

Lack of Reliance on the Administrative Agent and Priority Revolving Agent. Independently and without reliance upon the Administrative Agent, the Priority Revolving Agent, the Arrangers and of their respective Affiliates, each Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (a) its own independent investigation of the financial condition and affairs of Holdings, the Borrower and the Restricted Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (b) its own appraisal of the creditworthiness of Holdings, the Borrower and the Restricted Subsidiaries and, except as expressly provided in this Agreement, the Administrative Agent, the Priority Revolving Agent and the Arrangers and any of their respective Affiliates 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. The Administrative Agent, the Priority Revolving Agent, the Arrangers and any of their respective Affiliates 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, collectability, priority or sufficiency of this Agreement or any other Loan Document or the financial condition of Holdings, the Borrower or any of the Restricted Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, or the financial condition of Holdings, the Borrower or any of the Restricted Subsidiaries or the existence or possible existence of any Default, Event of Default, Priority Revolving Facility Termination Date, Purchase Option Trigger Event or Priority Revolving Facility Trigger Event. The Administrative Agent, Collateral Agent or Priority Revolving Agent may in good faith ask for such information or support it may deem reasonably necessary to confirm that one or more lenders in fact constitute either the Required Lenders or the Required Facility Lenders under any Facility before taking or declining to take any action under a Loan Document and none of the Administrative Agent, Collateral Agent or Priority Revolving Agent shall be deemed to be liable to any Lender for so taking or so declining to take such action until it shall have received such information so reasonably requested.. 252