Common use of Limitations of responsibility of Existing Lenders Clause in Contracts

Limitations of responsibility of Existing Lenders. The Obligors’ performance Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to the New Lender, or any New GIEK Lender for: the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents; the financial condition of the Obligors; the performance and observance by any of the Obligors of its obligations under the Finance Documents or any other documents; or the accuracy of any statements (whether written or oral) made in or in connection with the Finance Documents or any other document. New Lender’s and New GIEK Lender's own credit appraisal Each New Lender and New GIEK Lender confirms to the Existing Lender and the other Finance Parties that it: has made (and will continue to make) its own independent investigation and assessment of the financial condition and affairs of the Obligors and their related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and will continue to make its own independent appraisal of the creditworthiness of the Obligors and their related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force. Re-transfer to an Existing Lender Nothing in any Finance Document obliges an Existing Lender to: accept a re-transfer from a New Lender or a New GIEK Lender of any of the rights and obligations assigned or transferred under this Clause 27; or support any losses directly or indirectly incurred by the New Lender or New GIEK Lender by reason of the non-performance by any Borrower of its obligations under the Finance Documents or otherwise. Procedure for transfer Any Transfer shall be effected as follows: the Existing Lender must notify the Agent of its intention to Transfer all or part of its rights and obligations by delivering a duly completed Transfer Certificate to the Agent duly executed by the Existing Lender and the New Lender (or New GIEK Lender, as the case may be); subject to Clause 27.3 (Assignments and transfers by the Lenders), the Agent shall as soon as reasonably possible after receipt of a Transfer Certificate execute the Transfer Certificate and deliver a copy of the same to each of the Existing Lender and the New Lender (or New GIEK Lender, as the case may be); and subject to Clause 27.3 (Assignments and transfers by the Lenders), the Transfer shall become effective on the Transfer Date. Effects of the Transfer On the Transfer Date: to the extent that in the Transfer Certificate the Existing Lender seeks to transfer its rights and obligations under the Finance Documents, the Obligors and the Existing Lender shall be released from further obligations to one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (the “Discharged Rights and Obligations”), but the existing obligations owed by the Obligors under the Finance Documents shall not be released; the Obligors and the New Lender or the New GIEK Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Obligors and the New Lender or the New GIEK Lender have assumed and/or acquired the same instead of the Obligors and the Existing Lender; the Agent, the New Lender or the New GIEK Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender or the New GIEK Lender been an original Lender hereunder with the rights and/or obligations acquired or assumed by it as a result of the Transfer and to that extent the Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and the New Lender or the New GIEK Lender shall become a Party as a “Lender”.

Limitations of responsibility of Existing Lenders. The Obligors’ performance performance, etc. Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to the New Lender, or any New GIEK Lender for: the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents; the financial condition of the Obligors; the performance and observance by any of the Obligors of its obligations under the Finance Documents or any other documents; or the accuracy of any statements (whether written or oral) made in or in connection with the Finance Documents or any other document. New Lender’s and New GIEK Lender's own credit appraisal appraisal, etc. Each New Lender and New GIEK Lender confirms to the Existing Lender and the other Finance Parties that it: # 62 (62) Exhibit 10.5 - Part II EXECUTION VERSION has made (and will continue to make) its own independent investigation and assessment of the financial condition and affairs of the Obligors and their related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and will continue to make its own independent appraisal of the creditworthiness of the Obligors and their related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force. Re-transfer to an Existing Lender Lender, etc. Nothing in any Finance Document obliges an Existing Lender to: accept a re-transfer from a New Lender or a New GIEK Lender of any of the rights and obligations assigned or transferred under this Clause 2726; or support any losses directly or indirectly incurred by the New Lender or New GIEK Lender by reason of the non-performance by any the Borrower of its obligations under the Finance Documents or otherwise. Procedure for transfer Any Transfer shall be effected as follows: the Existing Lender must notify the Agent of its intention to Transfer all or part of its rights and obligations by delivering a duly completed Transfer Certificate to the Agent duly executed by the Existing Lender and the New Lender (or New GIEK Lender, as the case may be); subject to Clause 27.3 26.2 (Assignments and transfers by the Lenders), the Agent shall as soon as reasonably possible after receipt of a Transfer Certificate execute the Transfer Certificate and deliver a copy of the same to each of the Existing Lender and the New Lender (or New GIEK Lender, as the case may be); and subject to Clause 27.3 26.2 (Assignments and transfers by the Lenders), the Transfer shall become effective on the Transfer Date. Effects of the Transfer On the Transfer Date: to the extent that in the Transfer Certificate the Existing Lender seeks to transfer its rights and obligations under the Finance Documents, the Obligors and the Existing Lender shall be released from further obligations to one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (the “Discharged Rights and Obligations”), but the existing obligations owed by the Obligors under the Finance Documents shall not be released; the Obligors and the New Lender or the New GIEK Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Obligors and the New Lender or the New GIEK Lender have assumed and/or acquired the same instead of the Obligors and the Existing Lender; the Agent, the New Lender or the New GIEK Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender or the New GIEK Lender been an original Lender hereunder with the rights and/or obligations acquired or assumed by it as a result of the Transfer and to that extent the Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and the New Lender or the New GIEK Lender shall become a Party as a “Lender”. # 63 (63) Exhibit 10.5 - Part II EXECUTION VERSION Further assurances Each of the Obligors undertakes to procure that in relation to any Transfer, each of the Obligors shall (at its own cost) at the request of the Agent execute such documents as may in the discretion of the Agent be necessary to ensure that the New Lender attains the benefit of the Finance Documents.

Limitations of responsibility of Existing Lenders. The Obligors’ performance performance, etc. Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to the New Lender, or any New GIEK Lender for: the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents; the financial condition of the Obligors; the performance and observance by any of the Obligors of its obligations under the Finance Documents or any other documents; or the accuracy of any statements (whether written or oral) made in or in connection with the Finance Documents or any other document. New Lender’s and New GIEK Lender's own credit appraisal appraisal, etc. Each New Lender and New GIEK Lender confirms to the Existing Lender and the other Finance Parties that it: has made (and will continue to make) its own independent investigation and assessment of the financial condition and affairs of the Obligors and their related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and will continue to make its own independent appraisal of the creditworthiness of the Obligors and their related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force. Re-transfer to an Existing Lender Lender, etc. Nothing in any Finance Document obliges an Existing Lender to: accept a re-transfer from a New Lender or a New GIEK Lender of any of the rights and obligations assigned or transferred under this Clause 2726; or support any losses directly or indirectly incurred by the New Lender or New GIEK Lender by reason of the non-performance by any the Borrower of its obligations under the Finance Documents or otherwise. Procedure for transfer Any Transfer shall be effected as follows: the Existing Lender must notify the Agent of its intention to Transfer all or part of its rights and obligations by delivering a duly completed Transfer Certificate to the Agent duly executed by the Existing Lender and the New Lender (or New GIEK Lender, as the case may be); subject to Clause 27.3 26.2 (Assignments and transfers by the Lenders), the Agent shall as soon as reasonably possible after receipt of a Transfer Certificate execute the Transfer Certificate and deliver a copy of the same to each of the Existing Lender and the New Lender (or New GIEK Lender, as the case may be); and subject to Clause 27.3 26.2 (Assignments and transfers by the Lenders), the Transfer shall become effective on the Transfer Date. Effects of the Transfer On the Transfer Date: to the extent that in the Transfer Certificate the Existing Lender seeks to transfer its rights and obligations under the Finance Documents, the Obligors and the Existing Lender shall be released from further obligations to one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (the “Discharged Rights and Obligations”), but the existing obligations owed by the Obligors under the Finance Documents shall not be released; the Obligors and the New Lender or the New GIEK Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Obligors and the New Lender or the New GIEK Lender have assumed and/or acquired the same instead of the Obligors and the Existing Lender; the Agent, the New Lender or the New GIEK Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender or the New GIEK Lender been an original Lender hereunder with the rights and/or obligations acquired or assumed by it as a result of the Transfer and to that extent the Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and the New Lender or the New GIEK Lender shall become a Party as a “Lender”.

Limitations of responsibility of Existing Lenders. The Obligors’ performance Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to the New Lender, or any New GIEK Lender for: the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents; the financial condition of the Obligors; the performance and observance by any of the Obligors of its obligations under the Finance Documents or any other documents; or the accuracy of any statements (whether written or oral) made in or in connection with the Finance Documents or any other document. New Lender’s and New GIEK Lender's own credit appraisal Each New Lender and New GIEK Lender confirms to the Existing Lender and the other Finance Parties that it: has made (and will continue to make) its own independent investigation and assessment of the financial condition and affairs of the Obligors and their related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and will continue to make its own independent appraisal of the creditworthiness of the Obligors and their related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force. Re-transfer to an Existing Lender Nothing in any Finance Document obliges an Existing Lender to: accept a re-transfer from a New Lender or a New GIEK Lender of any of the rights and obligations assigned or transferred under this Clause 27; or support any losses directly or indirectly incurred by the New Lender or New GIEK Lender by reason of the non-performance by any Borrower of its obligations under the Finance Documents or otherwise. Procedure for transfer Any Transfer shall be effected as follows: the Existing Lender must notify the Agent of its intention to Transfer all or part of its rights and obligations by delivering a duly completed Transfer Certificate to the Agent duly executed by the Existing Lender and the New Lender (or New GIEK Lender, as the case may be); subject to Clause 27.3 (Assignments and transfers by the Lenders), the Agent shall as soon as reasonably possible after receipt of a Transfer Certificate execute the Transfer Certificate and deliver a copy of the same to each of the Existing Lender and the New Lender (or New GIEK Lender, as the case may be); and subject to Clause 27.3 (Assignments and transfers by the Lenders), the Transfer shall become effective on the Transfer Date. Effects of the Transfer On the Transfer Date: to the extent that in the Transfer Certificate the Existing Lender seeks to transfer its rights and obligations under the Finance Documents, the Obligors and the Existing Lender shall be released from further obligations to one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (the “Discharged Rights and Obligations”), but the existing obligations owed by the Obligors under the Finance Documents shall not be released; the Obligors and the New Lender or the New GIEK Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Obligors and the New Lender or the New GIEK Lender have assumed and/or acquired the same instead of the Obligors and the Existing Lender; the Agent, the New Lender or the New GIEK Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender or the New GIEK Lender been an original Lender hereunder with the rights and/or obligations acquired or assumed by it as a result of the Transfer and to that extent the Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and the New Lender or the New GIEK Lender shall become a Party as a “Lender”.and