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

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 Secured Party’s investment in the Debtors, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors or any Secured Party 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 the Agreement or any other Transaction Document, or for the financial condition of the Debtors or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the Debtors, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 Debtor and its subsidiaries in connection with such Secured Party’s investment in the DebtorsDebtor, the creation and continuance of the Secured Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company Debtor and its subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent Secured Parties shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Secured Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors Debtor or any Secured Party 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 the Agreement or any other Transaction Document, or for the financial condition of the Debtors Debtor or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the DebtorsDebtor, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 Obligors in connection with such Secured Party’s investment in the DebtorsBorrower, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company Obligors and its their subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors any Obligor or any Secured Party for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewithherewith other than representations made by the Collateral Agent related to its status as an accredited investor under federal and state securities laws, or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of the Agreement or any other Transaction Document, or for the financial condition of the Debtors any Obligor or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the DebtorsObligors, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under this Agreement, the Financing Agreement, the Notes or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 Secured Party’s investment in the Debtors, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors or any Secured Party 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 the Agreement or any other Transaction Document, or for the financial condition of the Debtors or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the Debtors, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 Secured Party’s investment in the Debtors, the creation and continuance of the Secured Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Secured Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors or any Secured Party 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 the Agreement or any other Transaction Document, or for the financial condition of the Debtors or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the Debtors, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 Secured Party’s investment in the Debtors, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors or any Secured Party 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 the Agreement or any other Transaction Document, or for the financial condition of the Debtors or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the Debtors, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes Debentures or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Each Secured Party, to the extent Creditor ---------------------------------------- acknowledges that it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Company each Credit Party and its subsidiaries each of their Subsidiaries in connection with such Secured Party’s investment in the Debtors, making and the creation and continuance of the ObligationsLoans, the transactions contemplated by the Transaction Documents, participation in Letters of Credit and the taking or not taking of any action in connection therewith, herewith and (ii) its own appraisal of the creditworthiness of the Company each Credit Party and its subsidiarieseach of their Subsidiaries and, and of the value of the Collateral from time to timeexcept as expressly provided in this Agreement, and the Collateral Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Secured Party Lender with any credit, market credit or other information with respect thereto, whether coming into its possession before any Obligations are incurred the making of the Loans or issuance of Letters of Credit or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors or any Secured Party Lender 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, collectibilitycollectability, priority or sufficiency of the this Agreement or any other Transaction Document, Credit Document or for the financial condition of the Debtors any Credit Party or the value of any of the Collateral, its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the this Agreement or any other Transaction Credit Document, or the financial condition of the Debtors, any Loan Party or the value of any of the Collateral, its Subsidiaries or the existence or possible existence of any default Default or Event of Default under the Agreement, the Notes or any of the other Transaction DocumentsDefault.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 Secured Party’s investment in the DebtorsCompany, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors Company or any Secured Party 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 the Agreement or any other Transaction Document, or for the financial condition of the Debtors Company or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the DebtorsCompany, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 Secured Party’s 's investment in the Debtors, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors or any Secured Party 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 the Agreement or any other Transaction Document, or for the financial condition of the Debtors or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the Debtors, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Partythe Senior 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 and its subsidiaries in connection with such Secured Partythe Senior Lender’s investment in the DebtorsCompany, the creation and continuance of the Senior Obligations, the transactions contemplated by the Transaction Senior Loan Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, subsidiaries and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party the Senior Lender with any credit, market or other information with respect thereto, whether coming into its possession before any Senior Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors or any Secured Party the Senior 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 the Agreement or any other Transaction Senior Loan Document, or for the financial condition of the Debtors or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Senior Loan Document, or the financial condition of the DebtorsDebtor, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes Senior Notes, or any of the other Transaction Senior Loan Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 Grantor in connection with such Secured Party’s investment in the DebtorsGrantor, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiariesGrantor, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors Grantor or any Secured Party for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewithherewith other than representations made by the Collateral Agent related to its status as an accredited investor under federal and state securities laws, or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibilitycollectability, priority or sufficiency of the Agreement or any other Transaction Document, or for the financial condition of the Debtors Grantor or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the DebtorsGrantor, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the this Agreement, the Notes or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 Secured Party’s investment in the Debtors, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness credit worthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors or any Secured Party 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 the Agreement or any other Transaction Document, or for the financial condition of the Debtors or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the Debtors, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 members of the Company Group and its subsidiaries their Affiliates in connection with such Secured Party’s investment in the Debtors, making and the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, Obligations and the taking or not taking of any action in connection therewith, and (iib) its own appraisal of the creditworthiness of the Company and its subsidiaries, and members of the value of the Collateral from time to timeCompany Group and their Affiliates, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market credit or other information with respect thereto, whether coming into its possession before the extension of any Obligations are incurred or the purchase of any Notes, or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors or any Secured Party 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 the Agreement Shared Security Documents or any other Transaction Document, the Shared Collateral or for the financial condition of any members of the Debtors Company Group or the value of any of the Collateral, their Affiliates or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction DocumentShared Security Documents, or the financial condition of the Debtors, or the value of any members of the CollateralCompany Group or their Affiliates, or the existence or possible existence of any default Potential Event of Default or Event of Default under the Agreement, the Notes or any of the other Transaction DocumentsDefault.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured PartyCreditor and the holder of each Debenture, 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 Borrower in connection with such Secured Party’s investment in the Debtors, the creation and continuance sale of the Obligations, the transactions contemplated by the Transaction Documents, Debentures and the taking or not taking of any action in connection therewith, herewith and (ii) its own appraisal of the creditworthiness of the Company Borrower and its subsidiariessubsidiaries and, and of the value of the Collateral from time to timeexcept as expressly provided in this Agreement, and the Collateral Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Secured Party Creditor with any credit, market credit or other information with respect thereto, whether coming into its possession before any Obligations are incurred the sale of the Debentures or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors or any Secured Party Creditor for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith, herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of the this Agreement or any other Transaction Document, Debentures or for the financial condition of the Debtors or the value of any of the Collateral, Borrower or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the this Agreement or any other Transaction DocumentDebentures, or the financial condition of the Debtors, or the value of any of the Collateral, Borrower or the existence or possible existence of any default Default or Event of Default under the Agreement, the Notes or any of the other Transaction DocumentsDefault.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each First Lien Secured Party, 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 Company Borrower and its subsidiaries their Affiliates in connection with such Secured Party’s investment in the Debtors, making and the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, Obligations and the taking or not taking of any action in connection therewith, and (iib) its own appraisal of the creditworthiness of the Company Borrower and its subsidiaries, and of the value of the Collateral from time to timetheir Affiliates, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any First Lien Secured Party with any credit, market credit or other information with respect thereto, whether coming into its possession before the extension of any Obligations are incurred Obligations, or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors or any First Lien Secured Party 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 the Agreement First Lien Security Documents, the First Lien Shared Collateral or any other Transaction Document, the Shared Collateral or for the financial condition of the Debtors Borrower or the value of any of the Collateral, their Affiliates or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction DocumentFirst Lien Security Documents, or the financial condition of the Debtors, Borrower or the value of any of the Collateraltheir Affiliates, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes or any of the other Transaction DocumentsDefault.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 Secured Party’s investment in the Debtors, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company Assignor and its subsidiaries, and of the value of the Collateral from time to timeSubsidiaries, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market credit or other information with respect thereto, whether coming into its possession before the extension of any Obligations are incurred or the purchase of any Notes or at any time or times thereafter. The Collateral Agent shall not be responsible in any manner whatsoever to the Debtors or any Secured Party for the correctness of 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 the this Agreement or any other Transaction Document, the security interests granted hereunder or for the financial condition of the Debtors Assignor or the value of any Subsidiary of the Collateral, Assignor or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Documentthis Agreement, or the financial condition of the Debtors, Assignor or the value of any Subsidiary of the CollateralAssignor, or the existence or possible existence of any default Default or Event of Default under Default. The Collateral Agent makes no representations as to the Agreement, value or condition of the Notes Collateral or any part thereof, or as to the title of the other Transaction DocumentsAssignor thereto or as to the security afforded by this Agreement.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 Debtor and its subsidiaries in connection with such Secured Party’s investment in the DebtorsDebtor, the creation and continuance of the Secured Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company Debtor and its subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent Secured Parties shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Secured Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors Debtor or any Secured Party 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 the Agreement or any other Transaction Document, or for the financial condition of the Debtors Debtor or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the DebtorsDebtor, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes Note or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, Group Representative (on behalf of itself and the Group that it represents) 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 Obligor Parties and its subsidiaries their respective Subsidiaries in connection with such Secured Party’s investment in the Debtors, making and the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, Secured Obligations and the taking or not taking of any action in connection therewithherewith, and (ii) its own appraisal of the creditworthiness of the Company Obligor Parties and its subsidiariestheir respective Subsidiaries and, and of the value of the Collateral from time to timeexcept as expressly provided in this Agreement, and the Collateral Agent shall not have no duty any duty, obligation or responsibility, either initially or on a continuing basis, to provide any Group Representative (or any Secured Party Claimholder that it represents) with any credit, market credit or other information with respect thereto, whether coming into its possession before any the making of the Secured Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors any Group Representative (or any Secured Party Claimholder that it represents) 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, collectibilitycollectability, priority or sufficiency of the this Agreement or any other Transaction Document, Shared Collateral Document or for the financial condition of the Debtors Obligor Parties or the value of any of the Collateral, 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 the this Agreement or any other Transaction Shared Collateral Document, or the financial condition of the Debtors, Obligor Parties or the value of any of the Collateral, their respective Subsidiaries or the existence or possible existence of any default Default or Event of Default under the Agreement, the Notes or any of the other Transaction DocumentsDefault.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured PartyCreditor, 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 Credit Parties in connection with such Secured Party’s investment in the Debtors, making and the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, Obligations and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to timeCredit Parties, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party Creditor with any credit, market credit or other information with respect thereto, whether coming into its possession before the extension of any Obligations are incurred or the purchase of any Revolver Notes or Senior Notes, or at any time or times thereafter. The Collateral Agent shall not be responsible or liable to the Debtors or any Secured Party Creditor for any recitals, statements, information, covenants, agreements, representations or warranties herein herein, in any of the Shared Security Documents or in any document, certificate or other writing delivered in connection herewith, herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of any of the Agreement Shared Security Documents or any other Transaction Document, of the Collateral or for the financial condition of the Debtors or the value of any of the Collateral, Credit Party or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of any of the Agreement or any other Transaction DocumentShared Security Documents, or the financial condition of the Debtors, or the value of any of the CollateralCredit Party, or the existence or possible existence of any default Default or Event of Default under the Agreement, the Notes or any of the other Transaction DocumentsDefault.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each First Lien Secured Party, 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 Company Borrower and its subsidiaries their affiliates in connection with such Secured Party’s investment in the Debtors, making and the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, Obligations and the taking or not taking of any action in connection therewith, and (iib) its own appraisal of the creditworthiness of the Company Borrower and its subsidiaries, and of the value of the Collateral from time to timetheir affiliates, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any First Lien Secured Party with any credit, market credit or other information with respect thereto, whether coming into its possession before the extension of any Obligations are incurred Obligations, or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors or any First Lien Secured Party 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 the Agreement First Lien Security Documents, the First Lien Shared Collateral or any other Transaction Document, the Shared Collateral or for the financial condition of the Debtors Borrower or the value of any of the Collateral, their affiliates or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction DocumentFirst Lien Security Documents, or the financial condition of the Debtors, Borrower or the value of any of the Collateraltheir affiliates, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes or any of the other Transaction DocumentsDefault.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured PartyVendor, 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 Company’s obligations to such Secured Party’s investment in the Debtors, the creation and continuance of the ObligationsVendor, the transactions contemplated by this Agreement and the Transaction DocumentsSecurity Agreement, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral (as defined in the Security Agreement) from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party Vendor with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors Company or any Secured Party Vendor for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing of other persons delivered by the Collateral Agent in connection herewith, or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of the Agreement or any other Transaction DocumentAgreement, the Security Agreement, or for the financial condition of the Debtors Company or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Documentthe Security Agreement, or the financial condition of the DebtorsCompany, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the this Agreement, the Notes or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 Secured Party’s investment in the Debtors, the creation and continuance of the Secured Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Secured Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors or any Secured Party 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 the Agreement or any other Transaction Document, or for the financial condition of the Debtors or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the Debtors, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes Note or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured PartyPurchaser, 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 Secured PartyPurchaser’s investment in the DebtorsDebtor, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party Purchaser with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors Debtor or any Secured Party 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 the Agreement or any other Transaction Document, or for the financial condition of the Debtors Debtor or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the DebtorsDebtor, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured PartyLender, 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 Secured PartyLender’s investment in the DebtorsBorrower, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party Lender with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors Borrower or any Secured Party 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 the Agreement or any other Transaction Document, or for the financial condition of the Debtors Borrower or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the DebtorsBorrower, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes Debentures or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured PartyLender, 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 Secured Party’s investment Lenders’ investments in the Debtors, the creation and continuance of the Obligations, the transactions contemplated by the other Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party Lenders with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors or any Secured Party Lenders 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 the Agreement or any other Transaction Document, or for the financial condition of the Debtors or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the Debtors, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes or any of the other Transaction Documents.. 165

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured PartyLender, 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 Obligors in connection with such Secured PartyLender’s investment in the DebtorsBorrower, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company Obligors and its their subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party Lender with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors any Obligor or any Secured Party Lender for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewithherewith other than representations made by the Collateral Agent related to its status as an accredited investor under federal and state securities laws, or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibilitycollectability, priority or sufficiency of the Agreement or any other Transaction Document, or for the financial condition of the Debtors any Obligor or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the DebtorsObligors, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the this Agreement, the Notes Financing Agreement, the Note or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 Secured Party’s investment in the DebtorsCompany, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors Company or any Secured Party 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 the Agreement or any other Transaction Document, or for the financial condition of the Debtors Company or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the DebtorsCompany, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes Debentures or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured PartyInitial Purchaser and each Holder, 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 Company and its subsidiaries Subsidiaries in connection with such Secured Party’s investment in the Debtors, making and the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, loans and the taking or not taking of any action in connection therewith, herewith and (ii) its own appraisal of the creditworthiness of the Company and its subsidiariesSubsidiaries and, and of the value of the Collateral from time to timeexcept as expressly provided in this Agreement, and the Collateral Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Secured Party Initial Purchaser or Holder with any credit, market credit or other information with respect thereto, whether coming into its possession before any Obligations are incurred the making of the loans or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors any Initial Purchaser or any Secured Party Holder 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, collectibilitycollectability, priority or sufficiency of the this Agreement or any other Transaction Document, Document or for the financial condition of the Debtors Company or the value of any of the Collateral, its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the this Agreement or any other Transaction Document, or the financial condition of the Debtors, Company or the value of any of the Collateral, its Subsidiaries or the existence or possible existence of any default Default or Event of Default under the Agreement, the Notes or any of the other Transaction DocumentsDefault.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 Grantor in connection with such Secured Party’s investment in the DebtorsGrantor, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiariesGrantor, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors Grantor or any Secured Party 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 the Agreement or any other Transaction Document, or for the financial condition of the Debtors Grantor or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the DebtorsGrantor, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes Debentures or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 Principal Borrower and its subsidiaries in connection with such Secured Party’s investment in the DebtorsPrincipal Borrower, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company Obligors and its their subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors any Obligor or any Secured Party for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewithherewith other than representations made by the Collateral Agent related to its status as an accredited investor under federal and state securities laws, or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of the Agreement or any other Transaction Document, or for the financial condition of the Debtors any Obligor or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the DebtorsObligors, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under this Agreement, the Financing Agreement, the Notes or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured PartyLender, 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 Secured Party’s investment Lenders’ investments in the Debtors, the creation and continuance of the Obligations, the transactions contemplated by the other Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party Lenders with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors or any Secured Party Lenders 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 the Agreement or any other Transaction Document, or for the financial condition of the Debtors or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the Debtors, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 Obligors in connection with such Secured Party’s investment in the DebtorsBorrowers, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company Obligors and its their subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors any Obligor or any Secured Party for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewithherewith other than representations made by the Collateral Agent related to its status as an accredited investor under federal and state securities laws, or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of the Agreement or any other Transaction Document, or for the financial condition of the Debtors any Obligor or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the DebtorsObligors, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under this Agreement, the Financing Agreement, the Notes or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 Secured Party’s investment in the Debtors, the creation and continuance of the Secured Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent Secured Parties shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Secured Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors or any Secured Party 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 the Agreement or any other Transaction Document, or for the financial condition of the Debtors or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the Debtors, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, any Triggering Events (as defined in the Notes Certificate of Designations) set forth in the Certificate of Designations (or as applicable, any default or Event of Default under the Notes) or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured PartyHolder, 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 Secured PartyHolder’s investment in the DebtorsCompany, the creation and continuance of the Obligations, the transactions contemplated by the Transaction DocumentsNotes, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral Pledged Securities from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party Holder with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors Company, any Pledgor or any Secured Party Holder 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 the Agreement or any other Transaction Documentdocument, or for the financial condition of the Debtors Company or Pledgors or the value of any of the CollateralPledged Securities, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Documentdocument, or the financial condition of the DebtorsPledgors, or the value of any of the CollateralPledged Securities, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes or any of the other Transaction Documentsdocuments.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, 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 Secured Party’s investment in the Debtors, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors or any Secured Party 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, collectibilitycollectiability, priority or sufficiency of the Agreement or any other Transaction Document, or for the financial condition of the Debtors or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the Debtors, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes or any of the other Transaction Documents.

Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured PartyInvestor, 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 Subsidiaries in connection with such Secured PartyInvestor’s investment in the DebtorsCompany, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiariesSubsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party Investor with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors or any Secured Party Investor 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 the Agreement or any other Applicable Transaction Document, Documents or for the financial condition of the Debtors Company and its Subsidiaries or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Applicable Transaction DocumentDocuments, or the financial condition of the DebtorsCompany and its Subsidiaries, or the value of any of the Collateral, Collateral or the existence or possible existence of any default or Event of Default under the Agreement, the Notes or any of the other Applicable Transaction Documents.