Common use of No Reliance; Information Clause in Contracts

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

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

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

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

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

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