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

Lack of Reliance on the Agent. Independently and without reliance upon the Agent, the Purchaser, to the extent it deems appropriate, has made (i) its own independent investigation of the financial condition and affairs of the Company in connection with the making of the loan provided for hereunder and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Company and, except as expressly provided in this Agreement, the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide the Purchaser with any credit or other information with respect thereto, whether coming into its possession before the making of the loan or at any time or times thereafter. The Agent shall not be responsible to the Purchaser 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 or any other Transaction Document or the financial condition of the Company 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 Transaction Document, or the financial condition of the Company or the existence or possible existence of any default or Event of Default.

Lack of Reliance on the Agent. (a) Independently and without reliance upon the Agent, the Purchasereach 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 Company Credit Parties in connection with the making of the loan provided for hereunder and the taking or not taking of any action in connection herewith herewith, and (ii) its own appraisal of the creditworthiness of the Company Credit Parties, and, except as expressly provided in this Agreement, the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide the Purchaser any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the loan Loans or at any time or times thereafter. . (b) The Agent shall not be responsible to the Purchaser 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, the Notes, the Guaranty Agreement or any other Transaction Document documents contemplated hereby or thereby, or the financial condition of the Company Credit Parties, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes, the Guaranty Agreement or any the other Transaction Documentdocuments contemplated hereby or thereby, or the financial condition of the Company Credit Parties, or the existence or possible existence of any default Default or Event of Default.

Lack of Reliance on the Agent. Independently and without ----------------------------- reliance upon the either Agent, the Purchasereach Bank, 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 in connection with the making continuance of the loan provided for hereunder Letters of Credit and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Company and its Subsidiaries and, except as expressly provided in this Agreement, the neither Agent shall have no any duty or responsibility, either initially or on a continuing basis, to provide the Purchaser any Bank with any credit or other information with respect thereto, whether coming into its possession before the making of the loan or at any time or times thereafter. The Neither Agent shall not be responsible to the Purchaser any 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 or any other Transaction Document Credit Documents or the financial condition of the Company or any of its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Transaction Credit Document, or the financial condition of the Company or any of its Subsidiaries or the existence or possible existence of any default Default or Event of Default.

Lack of Reliance on the Agent. Independently and without reliance upon the Agent, the Purchasereach Investor, 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 in connection with such Investor’s investment in the making of Company, the loan provided for hereunder transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection herewith therewith, and (ii) its own appraisal of the creditworthiness of the Company andand its subsidiaries, except as expressly provided in this Agreement, and the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide the Purchaser any Investor with any credit credit, market or other information with respect thereto, whether coming into its possession before the making of the loan or at any time or times thereafter. The Agent shall not be responsible to the Purchaser Company or any Investor 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 the Agreement or any other Transaction Document Document, or for the financial condition of the Company or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this the Agreement or any other Transaction Document, or the financial condition of the Company Company, or the existence or possible existence of any default or Event of DefaultDefault under the Agreement, the Debentures or any of the other Transaction Documents.

Lack of Reliance on the Agent. Independently and without reliance upon the Agent, the Purchaser, to the extent it deems appropriate, has made (i) its own independent investigation of the financial condition and affairs of the Company in connection with the making of the loan provided for hereunder and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Company and, except as expressly provided in this Agreement, the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide the Purchaser with any credit or other information with respect thereto, whether coming into its possession before the making of the loan or at any time or times thereafter. The Agent shall not be responsible to the Purchaser 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 or any other Transaction Document or the financial condition of the Company 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 Transaction Document, or the financial condition of the Company or the existence or possible existence of any default or Event of Default. Purchaser acknowledges that Stewart Flink is both a principal of the placement agent for the txxxxxxxxxxx contemplated by this Agreement and a principal of Crestview Capital Master, LLC which is both a purchaser hereunder and the Subordinating Creditor.