Debt Advisory Services Clause Samples

Debt Advisory Services. (a) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) has been retained by the Borrower as debt advisor in connection with the Transactions and in such capacity has provided debt advisory services to the Borrower including advice and assistance in connection with the Transactions. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has not been retained to provide, nor has it provided, arrangement, placement, underwriting, bookrunning, lending or any other similar services in connection with the Term Loans, this Agreement or the Transactions. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not regard any person other than the Borrower as a client in relation to the Transactions and will not be responsible to anyone other than the Borrower for providing the protections afforded to clients of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor for providing advice to any such other person. Each Lender acknowledges and agrees that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has been retained by the Borrower only to provide the services described in this Section 9.19(a) to the Borrower, that such advice is not on behalf of, and shall not confer rights or remedies upon, any Lender or any person other than the Borrower. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will act as an independent contractor with duties and obligations solely to the Borrower and not in any other capacity, including as a fiduciary. (b) Each Lender hereby represents, warrants, acknowledges and agrees for the benefit of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as follows: (i) such Lender (1) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits, risks and suitability of the Transactions, (2) is able to bear the risk of an entire loss of its investment in the Transactions, and (3) is consummating the Transactions with a full understanding of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks; (ii) such Lender has received and carefully reviewed financial statements of the Borrower delivered pursuant to Section 4.01(j), publicly available information regarding the Borrower, and such other information that it and its advisers deem necessary to make its decision to enter into the Transactions; (iii) such Lender has evaluated the merits and risks of the Transactions based exclusively on its own independent review and consultations with such investment, legal, tax, accounting and other advisers as it deemed necessary. (c) Each Lender has made its own decision concerning the Transactions without reliance on any representation or warranty of, or advice from, the Borrower or ▇▇▇▇▇▇ ▇▇...