Common use of Lenders’ Representations, Warranties and Acknowledgment Clause in Contracts

Lenders’ Representations, Warranties and Acknowledgment. Each Lender represents and warrants to the Administrative Agent that it has made its own independent investigation of the financial condition and affairs of the Borrower, Holdings and their respective Subsidiaries, without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, in connection with its Credit Extension hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower, Holdings and their respective Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. Each Lender, by delivering its signature page to this Agreement and funding its Loan, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Required Lenders or Lenders, as applicable.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants to the Administrative Agent that it has made its own independent investigation of the financial condition and affairs of the Borrower, Holdings Company and their respective its Subsidiaries, without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, in connection with its Credit Extension Loan Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower, Holdings Company and their respective its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. . (b) Each Lender, by delivering its signature page to this Agreement and funding its Loan, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Requisite Lenders or Lenders, as applicableapplicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants to the Administrative Agent Agents that it has made its own independent investigation of the financial condition and affairs of the Borrower, Holdings Company and their respective its Subsidiaries, without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, in connection with its Credit Extension the making of Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower, Holdings Company and their respective its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. . (b) Each Lender, by delivering its signature page to this Agreement and funding its LoanInitial Term Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Requisite Lenders or Lenders, as applicableapplicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants to the Administrative Agent that it has made its own independent investigation of the financial condition and affairs of the Borrower, Holdings Borrower and their respective Subsidiaries, without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, its Subsidiaries in connection with its Credit Extension Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower, Holdings Borrower and their respective its Subsidiaries. No Neither the Administrative Agent nor the Collateral Trustee shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Revolving Loans or at any time or times thereafter, and no neither the Administrative Agent nor the Collateral Trustee shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. . (b) Each Lender, by delivering its signature page to this Agreement and funding its LoanAgreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any the Administrative Agent, the Collateral Trustee, Required Lenders or Lenders, as applicableapplicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. Each (a) Except as otherwise explicitly set forth in this Agreement, each Lender represents and warrants to the Administrative Agent that it has made its own independent investigation of the financial condition and affairs of the Borrower, Holdings Borrower and their respective Subsidiaries, without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, its Subsidiaries in connection with its Credit Extension Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower, Holdings Borrower and their respective its Subsidiaries. No Except as otherwise explicitly set forth in this Agreement, no Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. . (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, the Required Lenders or the Lenders, as applicable, on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender and Issuing Bank represents and warrants to the Administrative Agent that it has made its own independent investigation of the financial condition and affairs of the Borrower, Holdings Parent and their respective Subsidiaries, without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, its Subsidiaries in connection with its the Loans made and Letters of Credit Extension issued hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower, Holdings Parent and their respective its Subsidiaries. No Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or Issuing Bank or to provide any Lender or Issuing Bank with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. Lenders or Issuing Bank. (b) Each LenderLender and Issuing Bank, by delivering its signature page to this Agreement or an Assignment and Assumption Agreement and funding its Loan, Loans or issuing its Letters of Credit shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Administrative Agent, Required Requisite Lenders or Lenders, as applicable on the Closing Date or as of the date of funding of such Loans or Letter of Credit Extension, as applicable.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants to the Administrative Agent that it has made its own independent investigation of the financial condition and affairs of the Borrower, Holdings and their respective its Subsidiaries, without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, in connection with its Credit Extension Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower, Holdings and their respective its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. . (b) Each Lender, by delivering its signature page to this Agreement and funding its Tranche A Term Loan, Tranche B Term Loan and/or Revolving Loans on the Closing Date, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document (including the Intercreditor Agreement) and each other document required to be approved by any Agent, Required Requisite Lenders or Lenders, as applicableapplicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants to the Administrative Agent that it has made its own independent investigation of the financial condition and affairs of the Borrower, Holdings and their respective its Subsidiaries, without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, in connection with its Credit Extension Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower, Holdings and their respective its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. . (b) Each Lender, by delivering its signature page to this Agreement and funding its LoanTerm Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Requisite Lenders or Lenders, as applicableapplicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants to the Administrative Agent that it has made its own independent investigation of the financial condition and affairs of the Borrower, Holdings Company and their respective its Subsidiaries, without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, in connection with its Credit Extension Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower, Holdings Company and their respective its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. . (b) Each Lender, by delivering its signature page to this Agreement and funding its Tranche A Term Loan, Tranche A-1 Term Loan and/or Revolving Loans on the Closing Date, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Requisite Lenders or Lenders, as applicableapplicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants to the Administrative Agent that it has made its own independent investigation of the financial condition and affairs of the Borrower, Holdings and their respective Subsidiaries, without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, Group in connection with its Credit Extension Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower, Holdings and their respective SubsidiariesGroup. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. . (b) Each Lender, by delivering its signature page to this Agreement, an Assignment Agreement and funding its LoanTranche B Term Loan and/or Revolving Loans on the Closing Date, the Closing Date or by funding any Incremental Term Loans or Incremental Revolving Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Required Lenders or Lenders, as applicableapplicable on the Closing Date or as of the date of funding of such Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants to the Administrative Agent that it has made its own independent investigation of the financial condition and affairs of the Borrower, Holdings and their respective its Subsidiaries, without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, in connection with its Credit Extension Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower, Holdings and their respective its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. . (b) Each Lender, by delivering its signature page to this Agreement and funding its LoanTranche A Term Loan and/or Revolving Loans on the Closing Date, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Requisite Lenders or Lenders, as applicableapplicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants to the Administrative Agent that it has made its own independent investigation of the financial condition and affairs of the Borrower, Holdings Credit Parties and their respective Subsidiariesthe Parent Guarantor, without reliance upon any either Agent or any other Lender and based on such documents and information as it has deemed appropriate, in connection with its Credit Extension Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower, Holdings Credit Parties and their respective Subsidiariesthe Parent Guarantor. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. . (b) Each Lender, by delivering its signature page to this Agreement and the funding its Loanof Loans, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any either Agent, the Required Lenders or the Lenders, as applicableapplicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants to the Administrative Agent that it has made its own independent investigation of the financial condition and affairs of the Borrower, Holdings Company and their respective its Subsidiaries, without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, in connection with its Credit Extension Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower, Holdings Company and their respective its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. . (b) Each Lender, by delivering its signature page to this Agreement and funding its Tranche A Term Loan and/or Tranche B Term Loan, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Requisite Lenders or Lenders, as applicableapplicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants to the Administrative Agent that it has made its own independent investigation of the financial condition and affairs of the Borrower, Holdings Company and their respective its Subsidiaries, without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, in connection with its Credit Extension Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower, Holdings Company and their respective its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. . (b) Each Lender, by delivering its signature page to this Agreement and funding its Loan, Loans on the Interim Facility Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Requisite Lenders or Lenders, as applicableapplicable on the Interim Facility Effective Date.