Common use of Credit Decisions Clause in Contracts

Credit Decisions. Each Lender acknowledges that none of Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Holdings, Borrower and their Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, Borrower and their Subsidiaries, the value of and title to any Collateral, and all applicable regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower and any Additional Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Except for notices, reports and other documents expressly herein required to be furnished to Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Holdings, Borrower or any Subsidiary which may come into the possession of any of Agent-Related Persons.

Credit Decisions. Each of the Lenders, the Issuing Lender and the other Agents expressly acknowledges that none of the Administrative Agent-Related Persons has made any representation or warranty to it, it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdings, the Parent Company or the Borrower and or of any of their Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lenderof the Lenders, the Issuing Lender or the other Agents. Each of the Lenders, the Issuing Lender and the other Agents represents to the Administrative Agent that it has, independently and without reliance upon any the Administrative Agent-Related Person , and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the Collateral and the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of Holdingsthe Parent Company, the Borrower and their Subsidiaries, the value of and title to any Collateral, and all applicable regulatory laws Applicable Laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to Borrower and any Additional the Borrower hereunder. Each of the Lenders, the Issuing Lender and the other Agents also represents that it will, independently and without reliance upon any the Administrative Agent-Related Person , and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsDocuments or with respect to any of the Collateral, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Loan PartiesParent Company, the Borrower and their Subsidiaries and the Collateral. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Lenders, the Issuing Lender or the other Agents by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any of the Lenders, the Issuing Lender or the other Agents with any credit or other information concerning the Collateral or the business, prospects, operations, propertyProperty, financial and or other condition or creditworthiness of Holdingsthe Parent Company, the Borrower or of any Subsidiary of their Subsidiaries which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decisions. Each of the Lenders, the Issuing Lender and the other Agents expressly acknowledges that none of the Administrative Agent-Related Persons has made any representation or warranty to it, it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdings, the Borrower and their or of any of its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lenderof the Lenders, the Issuing Lender or the other Agents. Each of the Lenders, the Issuing Lender and the other Agents represents to the Administrative Agent that it has, independently and without reliance upon any the Administrative Agent-Related Person , and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of Holdings, the Borrower and their its Subsidiaries, the value of and title to any Collateral, and all applicable regulatory laws Applicable Laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to Borrower and any Additional the Borrower hereunder. Each of the Lenders, the Issuing Lender and the other Agents also represents that it will, independently and without reliance upon any the Administrative Agent-Related Person , and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, Documents and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Loan PartiesBorrower and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Lenders, the Issuing Lender or the other Agents by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any of the Lenders, the Issuing Lender or the other Agents with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and or other condition or creditworthiness of Holdings, the Borrower or of any Subsidiary of its Subsidiaries which may come into the possession of any of the Administrative Agent-Related Persons.. <PAGE>

Credit Decisions. Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter any Agent-Related Person hereafter taken, including any review of the affairs of Holdingsthe Loan Parties, Borrower and their Subsidiariesany JV Holdco, any Secured Joint Venture or any OpCo Entity shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of Holdingsthe Loan Parties, Borrower JV Holdcos, Secured Joint Ventures and their Subsidiaries, the value of and title to any Collateral, OpCo Entities and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower and any Additional Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, Documents and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Loan Parties, JV Holdcos, Secured Joint Ventures and OpCo Entities. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Administrative Agent, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition or creditworthiness of Holdingsthe Loan Parties, Borrower JV Holdcos, Secured Joint Ventures or any Subsidiary OpCo Entities which may come into the possession of any of the Agent-Related Persons.

Credit Decisions. Each of the Lenders, the Issuing Lender and the other Agents expressly acknowledges that none of the Administrative Agent-Related Persons has made any representation or warranty to it, it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdings, the Borrower and their or of any of its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lenderof the Lenders, the Issuing Lender or the other Agents. Each of the Lenders, the Issuing Lender and the other Agents represents to the Administrative Agent that it has, independently and without reliance upon any the Administrative Agent-Related Person , and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of Holdings, the Borrower and their its Subsidiaries, the value of and title to any Collateral, and all applicable regulatory laws Applicable Laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to Borrower and any Additional the Borrower hereunder. Each of the Lenders, the Issuing Lender and the other Agents also represents that it will, independently and without reliance upon any the Administrative Agent-Related Person , and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, Documents and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Loan PartiesBorrower and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Lenders, the Issuing Lender or the other Agents by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any of the Lenders, the Issuing Lender or the other Agents with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and or other condition or creditworthiness of Holdings, the Borrower or of any Subsidiary of its Subsidiaries which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decisions. Each Lender acknowledges that none of Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Holdings, Borrower and their Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, Borrower and their Subsidiaries, the value of and title to any Collateral, and all applicable regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower and any Additional Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Except for notices, reports and other documents expressly herein required to be furnished to Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Holdings, Borrower or any Subsidiary which may come into the possession of any of Agent-Related Persons.

Credit Decisions. Each of the Lenders, the Issuing Lender and the other Agents expressly acknowledges that none of the Administrative Agent-Related Persons has made any representation or warranty to it, it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdings, the Borrower and their or of any of its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lenderof the Lenders, the Issuing Lender or the other Agents. Each of the Lenders, the Issuing Lender and the other Agents represents to the Administrative Agent that it has, independently and without reliance upon any the Administrative Agent-Related Person , and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the Collateral and the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of Holdings, the Borrower and their its Subsidiaries, the value of and title to any Collateral, and all applicable regulatory laws Applicable Laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to Borrower and any Additional the Borrower hereunder. Each of the Lenders, the Issuing Lender and the other Agents also represents that it will, independently and without reliance upon any the Administrative Agent-Related Person , and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsDocuments or with respect to any of the Collateral, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Loan PartiesBorrower and its Subsidiaries and the Collateral. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Lenders, the Issuing Lender or the other Agents by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any of the Lenders, the Issuing Lender or the other Agents with any credit or other information concerning the Collateral or the business, prospects, operations, propertyProperty, financial and or other condition or creditworthiness of Holdings, the Borrower or of any Subsidiary of its Subsidiaries which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decisions. Each Lender acknowledges The Lenders expressly acknowledge that none neither the Agent nor any of Agentits officers, directors, employees, agents, attorneys-Related Persons in-fact or Affiliates has made any representation representations or warranty warranties to it, them and that no act by the Agent hereinafter taken, including any consent to or acceptance of any assignment or any review of the affairs of Holdings, Borrower and their SubsidiariesBorrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Agent to any Lender. Each Lender represents to Agent acknowledges and agrees that it has, independently and without reliance upon the Agent or any Agent-Related Person other Lender and based on upon the Financial Statements of the Company and such other documents and information as it has deemed appropriateappropriate (and such Lender represents and agrees that it has received and reviewed all of the information which it requested and that it requested all information which it considered material to its credit decision), made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, Borrower and their Subsidiaries, the value of and title to any Collateral, and into all applicable banking regulatory laws relating to the transactions contemplated herebyby the Loan Documents, and such Lender has made its own decision to make Advances hereunder and enter into this Agreement and to extend credit to Borrower and any Additional Borrower hereunderAgreement. Each Lender also represents acknowledges and agrees that it will, independently and without reliance upon the Agent, et al. or any Agent-Related Person other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agentthe Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of Holdings, Borrower or any Subsidiary which may come into the possession of the Agent or any of Agentits officers, directors, employees, agents, attorneys-Related Personsin-fact or Affiliates.

Credit Decisions. Each Lender acknowledges The Lenders expressly acknowledge that none neither the Agent nor any of Agentits officers, directors, employees, agents, attorneys-Related Persons in-fact or Affiliates has made any representation representations or warranty warranties to it, them and that no act by the Agent hereinafter taken, including any consent to or acceptance of any assignment or any review of the affairs of Holdings, Borrower and their SubsidiariesBorrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Agent to any Lender. Each Lender represents to Agent acknowledges and agrees that it has, independently and without reliance upon the Agent or any Agent-Related Person other Lender and based on upon the Financial Statements of the Borrower and such other documents and information as it has deemed appropriateappropriate (and such Lender represents and agrees that it has received and reviewed all of the information which it requested and that it requested all information which it considered material to its credit decision), made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, Borrower and their Subsidiaries, the value of and title to any Collateral, and into all applicable banking regulatory laws relating to the transactions contemplated herebyby the Loan Documents, and such Lender has made its own decision to make Advances hereunder and enter into this Agreement and to extend credit to Borrower and any Additional Borrower hereunderAgreement. Each Lender also represents acknowledges and agrees that it will, independently and without reliance upon the Agent, et al. or any Agent-Related Person other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agentthe Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of Holdings, Borrower or any Subsidiary which may come into the possession of the Agent or any of Agentits officers, directors, employees, agents, attorneys-Related Personsin-fact or Affiliates.

Credit Decisions. Each Lender acknowledges that none of Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Holdings, Borrower and their Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, Borrower and their Subsidiaries, the value of and title to any Collateral, and all applicable regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower and any Additional Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Except for notices, reports and other documents expressly [*] Indicates confidential treatment requested. herein required to be furnished to Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Holdings, Borrower or any Subsidiary which may come into the possession of any of Agent-Related Persons.

Credit Decisions. Each Lender acknowledges that none neither the Administrative Agent nor any of the Agent-Related Persons has made any representation or warranty to it, and that no act by Administrative Agent hereinafter or any Agent-Related Person hereafter taken, including any review of the affairs of Holdings, Borrower and their SubsidiariesBorrowers, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person to any Lender. Each Lender represents to Administrative Agent that it has, independently and without reliance upon Administrative Agent or any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, Borrower and their Subsidiaries, the value of and title to any CollateralBorrowers, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower and any Additional Borrower Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon Administrative Agent or any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesBorrower. Except for notices, reports and other documents expressly herein required to be furnished to Lenders by Administrative Agent, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Holdings, Borrower or any Subsidiary Borrowers which may come into the possession of Administrative Agent or any of the Agent-Related Persons. · Indemnification. Whether or not the transactions contemplated hereby are consummated, Lenders and any Affiliates of Lenders shall indemnify upon demand Administrative Agent and Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrowers and without limiting the obligation of Borrowers to do so), pro rata according to each respective Lender’s Pro Rata Share, Administrative Agent and each Agent-Related Person from and against any and all Indemnified Liabilities INCLUDING SUCH INDEMNIFIED LIABILITIES AS MAY ARISE OR BE CAUSED BY THE NEGLIGENCE, SOLE, JOINT, CONCURRENT, COMPARATIVE OR OTHERWISE OF ADMINISTRATIVE AGENT OR SUCH AGENT-RELATED PERSONS; provided, however, that no Lender shall be liable for the payment to Administrative Agent or any Agent-Related Persons of any portion of such Indemnified Liabilities to the extent the same arise from (i) the gross negligence or willful misconduct of Administrative Agent or any Agent-Related Person or (ii) a claim or action asserted by Administrative Agent or one or more Agent-Related Persons. Without limitation of the foregoing, each Lender shall reimburse Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney costs) incurred by Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Administrative Agent is not reimbursed for such expenses by or on behalf of Borrowers. The undertaking in this Section 9.07 shall survive the payment of all Obligations hereunder and the resignation or replacement of Administrative Agent. · Administrative Agent in Individual Capacity. Spindrift Partners, L.P. is Administrative Agent hereunder solely for administrative purposes and has no commitment, other than in its capacity as Lender hereunder, to lend to Borrowers under the terms of this Agreement. Notwithstanding the above, Administrative Agent, in its individual capacity, may from time to time engage in any kind of activity with Borrowers or any Affiliate thereof as though Administrative Agent were not Administrative Agent hereunder and without notice to or consent of Lenders. Lenders acknowledge that, pursuant to such activities, Administrative Agent or its Affiliates may receive information regarding Borrowers (including information that may be subject to confidentiality obligations in favor of Borrowers) and acknowledge that Administrative Agent and the Agent-Related Persons shall be under no obligation to provide such information to them. With respect to its Loans, Administrative Agent, in its individual capacity as Lender, shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not Administrative Agent.