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

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the risks arising in connection with this Agreement and the other Credit Documents, including, without limitation, (i) the financial condition and affairs of the Restricted Group in connection with Credit Extensions hereunder; (ii) that it has made and shall continue to make its own appraisal of the creditworthiness of the Restricted Group; (iii) the legality, validity, effectiveness, adequacy or enforceability of any Credit Document, the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Credit Document or the Transaction Security; (iv) whether it has recourse, and the nature and extent of such recourse, against any party or any of its assets under or in connection with any Credit Document, the Transaction Security, the transactions contemplated by the Credit Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Credit Document or the Transaction Security; and (v) the right or title of any Person in or to, or the value or sufficiency of any part of the Collateral, the priority of any of the Transaction Security or the existence of any security affecting the Collateral. 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 (w) any delay in the crediting to any account of an amount required under the Credit Documents to be paid by such Agent, if such Agent shall have taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognized clearing or settlement system used by such Agent for the purposes of such payment; (x) the accuracy of or the completeness of any information provided to Lenders, (y) the legality, validity effectiveness, adequacy or enforceability of any Credit Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Credit Document or the Transaction Security; or (z) the determination as to whether any information provided or to be provided to any Lender is Non-Public Information.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the risks arising financial condition and affairs of each Credit Party and its Subsidiaries in connection with this Agreement and the other Credit Documents, including, without limitation, (i) the financial condition and affairs of the Restricted Group in connection with Credit Extensions hereunder; (ii) that it has made and shall continue to make its own appraisal of the creditworthiness of the Restricted Group; (iii) the legality, validity, effectiveness, adequacy or enforceability of each Credit Party and its Subsidiaries without reliance upon Agent and without reliance upon any Credit Document, the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under solely or in connection with any Credit Document or the Transaction Security; (iv) whether it has recourse, and the nature and extent of part because such recourse, against any party or any of its assets under or in connection with any Credit Document, the Transaction Security, the transactions contemplated document was transmitted by the Credit Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Credit Document or the Transaction Security; and (v) the right or title of any Person in or to, or the value or sufficiency of any part of the Collateral, the priority of any of the Transaction Security or the existence of any security affecting the CollateralAgent. No 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 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 not have any responsibility with respect to (w) any delay in the crediting to any account of an amount required under the Credit Documents to be paid by such Agent, if such Agent shall have taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognized clearing or settlement system used by such Agent for the purposes of such payment; (x) the accuracy of or the completeness of any information provided to Lenders. In addition (and without limiting the foregoing), (yi) Agent shall not be responsible for the due execution, legality, validity validity, enforceability, effectiveness, adequacy genuineness, sufficiency or enforceability value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Credit Document, the Transaction Security (ii) Agent does not make any warranty or representation, and Agent shall not be responsible, to any other agreementSecured Party for any statement, arrangement document, information, representation or document entered into, warranty made or executed furnished by or on behalf of any sub-agent or affiliate, in anticipation of or in connection with any Credit Document or the Transaction Security; any transaction contemplated therein, whether or (z) the determination not transmitted by Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Agent in connection with the Credit Documents and (iii) Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Credit Document, whether any information provided condition set forth in any Credit Document is satisfied or waived, as to the financial condition of any Credit Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be provided deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Borrower, any Lender is Non-Public Informationor any Issuer describing such Default or Event of Default clearly labeled “notice of default”.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the risks arising financial condition and affairs of Company and its Subsidiaries in connection with this Agreement and the other Credit Documents, including, without limitation, (i) the financial condition and affairs of the Restricted Group in connection with Credit Extensions hereunder; (ii) that it has made and shall continue to make its own appraisal of the creditworthiness of the Restricted Group; (iii) the legality, validity, effectiveness, adequacy or enforceability of Company and its Subsidiaries without reliance upon Administrative Agent and without reliance upon any Credit Document, the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under solely or in connection with any Credit Document or the Transaction Security; (iv) whether it has recourse, and the nature and extent of part because such recourse, against any party or any of its assets under or in connection with any Credit Document, the Transaction Security, the transactions contemplated document was transmitted by the Credit Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Credit Document or the Transaction Security; and (v) the right or title of any Person in or to, or the value or sufficiency of any part of the Collateral, the priority of any of the Transaction Security or the existence of any security affecting the CollateralAdministrative Agent. 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 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 Administrative Agent shall have any no responsibility with respect to (w) any delay in the crediting to any account of an amount required under the Credit Documents to be paid by such Agent, if such Agent shall have taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognized clearing or settlement system used by such Agent for the purposes of such payment; (x) the accuracy of or the completeness of any information provided to Lenders. In addition (and without limiting the foregoing), (yi) Administrative Agent shall not be responsible for the due execution, legality, validity validity, enforceability, effectiveness, adequacy genuineness, sufficiency or enforceability value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Credit Document, the Transaction Security (ii) Administrative Agent makes no warranty or representation, and Administrative Agent shall not be responsible, to any other agreementLender for any statement, arrangement document, information, representation or document entered into, warranty made or executed furnished by or on behalf of any sub-agent or affiliate, in anticipation of or in connection with any Credit Document or the Transaction Security; any transaction contemplated therein, whether or (z) the determination not transmitted by Administrative Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Administrative Agent in connection with the Credit Documents and (iii) Administrative Agent shall have no duty to ascertain or to inquire as to the performance or observance of any provision of any Credit Document, whether any information provided condition set forth in any Credit Document is satisfied or waived, as to the financial condition of any Credit Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be provided deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Company or any Lender is Non-Public Informationdescribing such Default or Event of Default clearly labeled “notice of default”.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the risks arising financial condition and affairs of each Credit Party and its Subsidiaries in connection with this Agreement and the other Credit Documents, including, without limitation, (i) the financial condition and affairs of the Restricted Group in connection with Credit Extensions hereunder; (ii) that it has made and shall continue to make its own appraisal of the creditworthiness of the Restricted Group; (iii) the legality, validity, effectiveness, adequacy or enforceability of each Credit Party and its Subsidiaries without reliance upon Agent and without reliance upon any Credit Document, the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under solely or in connection with any Credit Document or the Transaction Security; (iv) whether it has recourse, and the nature and extent of part because such recourse, against any party or any of its assets under or in connection with any Credit Document, the Transaction Security, the transactions contemplated document was transmitted by the Credit Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Credit Document or the Transaction Security; and (v) the right or title of any Person in or to, or the value or sufficiency of any part of the Collateral, the priority of any of the Transaction Security or the existence of any security affecting the CollateralAgent. No 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 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 not have any responsibility with respect to (w) any delay in the crediting to any account of an amount required under the Credit Documents to be paid by such Agent, if such Agent shall have taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognized clearing or settlement system used by such Agent for the purposes of such payment; (x) the accuracy of or the completeness of any information provided to Lenders. In addition (and without limiting the foregoing), (yi) Agent shall not be responsible for the due execution, legality, validity validity, enforceability, effectiveness, adequacy genuineness, sufficiency or enforceability value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Credit Document, the Transaction Security (ii) Agent does not make any warranty or representation, and Agent shall not be responsible, to any other agreementSecured Party for any statement, arrangement document, information, representation or document entered into, warranty made or executed furnished by or on behalf of any sub-agent or affiliate, in anticipation of or in connection with any Credit Document or the Transaction Security; any transaction contemplated therein, whether or (z) the determination not transmitted by Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Agent in connection with the Credit Documents and (iii) Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Credit Document, whether any information provided condition set forth in any Credit Document is satisfied or waived, as to the financial condition of any Credit Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be provided deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Borrower, any Lender is Non-Public Informationor any Issuer describing such Default or Event of Default clearly labeled "notice of default".

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants to Administrative Agent that it has made its own independent investigation of the risks arising in connection with this Agreement and the other Credit Documents, including, without limitation, (i) the financial condition and affairs of the Restricted Group each Loan Party, without reliance upon Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, in connection with Credit Extensions hereunder; (ii) the Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Restricted Group; (iii) the legality, validity, effectiveness, adequacy or enforceability of any Credit Document, the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Credit Document or the Transaction Security; (iv) whether it has recourse, and the nature and extent of such recourse, against any party or any of its assets under or in connection with any Credit Document, the Transaction Security, the transactions contemplated by the Credit Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Credit Document or the Transaction Security; and (v) the right or title of any Person in or to, or the value or sufficiency of any part of the Collateral, the priority of any of the Transaction Security or the existence of any security affecting the Collateraleach Loan Party. No The 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 the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making advances of the Loans or at any time or times thereafter, and no Administrative Agent shall not have any responsibility with respect to (w) any delay in the crediting to any account of an amount required under the Credit Documents to be paid by such Agent, if such Agent shall have taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognized clearing or settlement system used by such Agent for the purposes of such payment; (x) the accuracy of or the completeness of any information provided to the Lenders. Each Lender also acknowledges that it will, (y) the legality, validity effectiveness, adequacy or enforceability of any Credit Document, the Transaction Security independently and without reliance upon Administrative Agent or any other Lender or any of their respective Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, arrangement document, certificate or document entered into, made or executed in anticipation of or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectability, sufficiency or value of this Agreement or any Credit other Loan Document or any other instrument or document furnished pursuant hereto or thereto, or of the Transaction Security; financial condition of any Loan Party, or (z) be required to make any inquiry concerning either the determination as to whether performance or observance of any information provided of the terms, provisions or to be provided to conditions of this Agreement, the Loans, the other Loan Documents or the financial condition of any Lender is Non-Public InformationLoan Party, or the existence of any Event of Default or any Default.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants to Administrative Agent that it has made its own independent investigation of the risks arising in connection with this Agreement and the other Credit Documents, including, without limitation, (i) the financial condition and affairs of the Restricted Group each Loan Party, without reliance upon Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, in connection with Credit Extensions hereunder; (ii) the Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Restricted Group; (iii) the legality, validity, effectiveness, adequacy or enforceability of any Credit Document, the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Credit Document or the Transaction Security; (iv) whether it has recourse, and the nature and extent of such recourse, against any party or any of its assets under or in connection with any Credit Document, the Transaction Security, the transactions contemplated by the Credit Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Credit Document or the Transaction Security; and (v) the right or title of any Person in or to, or the value or sufficiency of any part of the Collateral, the priority of any of the Transaction Security or the existence of any security affecting the Collateraleach Loan Party. 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 the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making advances of the Loans or at any time or times thereafter, and no Administrative Agent shall not have any responsibility with respect to (w) any delay in the crediting to any account of an amount required under the Credit Documents to be paid by such Agent, if such Agent shall have taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognized clearing or settlement system used by such Agent for the purposes of such payment; (x) the accuracy of or the completeness of any information provided to the Lenders. Each Lender also acknowledges that it will, (y) the legality, validity effectiveness, adequacy or enforceability of any Credit Document, the Transaction Security independently and without reliance upon Administrative Agent or any other Lender or any of their respective Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, arrangement document, certificate or document entered into, made or executed in anticipation of or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectability, sufficiency or value of this Agreement or any Credit other Loan Document or any other instrument or document furnished pursuant hereto or thereto, or of the Transaction Security; financial condition of any Loan Party, or (z) be required to make any inquiry concerning either the determination as to whether performance or observance of any information provided of the terms, provisions or to be provided to conditions of this Agreement, the Loans, the other Loan Documents or the financial condition of any Lender is Non-Public InformationLoan Party, or the existence of any Event of Default or any Default.