Common use of Non-Reliance on Administrative Agent and Other Purchasers Clause in Contracts

Non-Reliance on Administrative Agent and Other Purchasers. Each Purchaser expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including, without limitation, any review of the affairs of an Originator or any affiliate of an Originator, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Purchaser. Each Purchaser represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Purchaser, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Originators and their affiliates and made its own decision to make its purchases hereunder and enter into this Agreement and the other Transaction Documents to which it is a party or by which it is bound. Each Purchaser also represents and covenants that it will, independently and without reliance upon the Administrative Agent, any of its officers, directors, employees, agents, attorneys-in-fact or affiliates or any other Purchaser, 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 Transaction Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Originators and their respective affiliates. Except for notices, reports and other documents expressly required to be furnished to the Purchasers by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Purchaser with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Originator or any affiliate of an Originator that may come into the possession of the Administrative Agent, or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Administrative Agent and Other Purchasers. (a) Each Purchaser expressly acknowledges that neither the Administrative Agent Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including, without limitation, any review of the affairs of an Originator or any affiliate of an OriginatorSeller Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any PurchaserAgent. Each Purchaser represents and warrants to the Administrative Agent that it hashas and will, independently and without reliance upon the Administrative Agent or any other Purchaser, Purchaser and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other condition conditions and creditworthiness of the Originators and their affiliates Seller and made its own decision to make its purchases hereunder and enter into this Agreement and Agreement, the other Transaction Documents to which it is a party and all other documents related hereto or by which it is bound. Each thereto. (b) Without limiting clause (a) above, each Purchaser also represents acknowledges and covenants agrees that it will, independently and without reliance upon the Administrative Agent, neither such Purchaser nor any of its officersAffiliates, directorsparticipants or assignees may rely on the Administrative Agent to carry out such Purchaser’s or other Person’s customer identification program, employeesor other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, agentsincluding the regulations contained in 31 C.F.R. 103.121 (as amended or replaced, attorneys-in-fact or affiliates the “CIP Regulations”), or any other Purchaserapplicable law, and based on such documents and information as it shall deem appropriate at the timerule, continue to make its own credit analysisregulation or order of any governmental authority, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness including any program involving any of the Originators and their respective affiliates. Except for notices, reports and other documents expressly required following items relating to be furnished to the Purchasers by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Purchaser in connection with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Originator or any affiliate of an Originator that may come into the possession of the Administrative Agent, Seller Party or any of its officers, directors, employees, their Affiliates or agents, attorneys-in-fact the Transaction Documents or affiliatesthe transactions contemplated hereby: (i) any identity verification procedure; (ii) any recordkeeping; (iii) any comparison with a government list; (iv) any customer notice or (v) any other procedure required under the CIP Regulations or such other law, rule, regulation or order. (c) Article XII of the Receivables Purchase Agreement is hereby amended to add the following Section 12.5:

Non-Reliance on Administrative Agent and Other Purchasers. Each Purchaser expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including, without limitation, any review of the affairs of an Originator a Seller or any affiliate of an Originatora Seller, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Purchaser. Each Purchaser represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Purchaser, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Originators Sellers and their affiliates and made its own decision to make its purchases hereunder and enter into this Agreement and the other Transaction Documents to which it is a party or by which it is bound. Each Purchaser also represents and covenants that it will, independently and without reliance upon the Administrative Agent, any of its officers, directors, employees, agents, attorneys-in-fact or affiliates or any other Purchaser, 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 Transaction Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Originators Sellers and their respective affiliates. Except for notices, reports and other documents expressly required to be furnished to the Purchasers by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Purchaser with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Originator Seller or any affiliate of an Originator a Seller that may come into the possession of the Administrative Agent, or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Administrative Agent and Other Purchasers. Each Purchaser expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, agents or attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including, without limitation, including any review of the affairs of an Originator or any affiliate of an Originatorthe Companies, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Purchaser. Each Purchaser represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Purchaser, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Originators and their affiliates Companies and made its own decision to make purchase its purchases hereunder Note and enter into this Agreement and the other Transaction Documents to which it is a party or by which it is boundAncillary Agreements. Each Purchaser also represents and covenants that it will, independently and without reliance upon the Administrative Agent, any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Agent or any other Purchaser, 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 Transaction DocumentsAncillary Agreements, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Originators and their respective affiliatesCompanies. Except for notices, reports and other documents expressly required to be furnished to the Purchasers by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Purchaser with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Originator or any affiliate of an Originator that the Companies which may come into the possession of the Administrative Agent, Agent or any of its officers, directors, employees, agents, agents or attorneys-in-fact or affiliatesfact.

Non-Reliance on Administrative Agent and Other Purchasers. Each Purchaser expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent or any affiliate thereof hereafter taken, including, without limitation, including any review of the affairs of an Originator the Lessee or any affiliate of an Originator, the Lessor shall be deemed to constitute any representation or warranty by the Administrative Agent to any Purchaser. Each Purchaser represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Purchaser, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Originators Lessee and their affiliates the Lessor and made its own decision to make its purchases hereunder and enter into this Agreement and the other Transaction Documents to which it is a party or by which it is boundReceivables Purchase Agreement. Each Purchaser also represents and covenants that it will, independently and without reliance upon the Administrative Agent, any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Agent or any other Purchaser, 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 Transaction DocumentsReceivables Purchase Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Originators Lessee and their respective affiliatesthe Lessor. Except for notices, reports and other documents expressly required to be furnished to the Purchasers by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Purchaser with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Originator the Lessee or any affiliate of an Originator that the Lessor which may come into the possession of the Administrative Agent, Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Administrative Agent and Other Purchasers. Each Purchaser expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-attorneys in fact or affiliates has made any representations representation or warranties warranty to it and that no act by the Administrative Agent hereafter hereinafter taken, including, without limitation, including any review of the affairs of an Originator or any affiliate of an OriginatorCredit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Purchaser. Each Purchaser represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Purchaser, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Originators and their affiliates Borrower or any other Credit Party and made its own decision to make its purchases purchase the Notes hereunder and enter into this Agreement and the other Transaction Documents to which it is a party or by which it is boundNote Purchase Agreement. Each Purchaser also represents and covenants that it will, independently and without reliance upon the Administrative Agent, any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Agent or any other Purchaser, 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 Transaction DocumentsNote Purchase Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Originators Borrower and their respective affiliatesthe other Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Purchasers by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Purchaser with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Originator the Borrower or any affiliate of an Originator that other Credit Party which may come into the possession of the Administrative Agent, Agent or any of its officers, directors, employees, agents, attorneys-in-attorneys in fact or affiliates.