Common use of Non-Reliance on Agent Clause in Contracts

Non-Reliance on Agent. Lender agrees that it has, independently and without reliance on Agent, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Company and the decision to enter into this Agreement and either originate the Loans or purchase a participation in the Loan Documents and that it will, independently and without reliance upon Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement and the other Loan Documents. Except as explicitly provided in the Loan Documents, none of Agent, Cash Management Provider nor any Related Party shall be responsible to Lender for, nor shall it have any duty to ascertain, inquire into or verify (a) any recitals, reports, statements, representations or warranties made in connection with this Agreement or the other Loan Documents, (b) the contents of any certificate, report, instrument or other document referred to, provided for or delivered under or in connection with this Agreement or the other Loan Documents, (c) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in this Agreement or the other Loan Documents or the occurrence of any Default or Event of Default or the failure of the Company to perform any of its obligations hereunder or thereunder, (d) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any document or instrument referred to or provided for herein or therein or (e) the creation, attachment, perfection or priority of any security interests or other liens purported to be granted to Lender pursuant to the Loan Documents. Except as explicitly provided in the Loan Documents, Agent shall not be required to file this Agreement, any other Loan Document or any document or instrument referred to herein or therein, or record or give notice of this Agreement or any other Loan Document or any document or instrument referred to herein or therein, to anyone. Lender acknowledges and agrees that Agent only has the duties and responsibilities explicitly set forth herein and in the other Loan Documents.

Non-Reliance on Agent. Each Lender agrees expressly acknowledges that neither the 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 Agent hereafter taken, including any review of the affairs of any Borrower, the Borrower Representative, any Guarantor, the Master Property Manager or the Sponsor shall be deemed to constitute any representation or warranty by the Agent to the Lenders. Each Lender represents to the Agent that it has, independently and without reliance on upon the Agent, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of an investigation into the business, operations, property, financial and other condition and creditworthiness of the Company Borrowers, the Borrower Representative, any Guarantor, the Master Property Manager and the Sponsor and the Collateral and made its own decision to make its Commitment hereunder and enter into this Agreement and either originate the Loans or purchase a participation in the Loan Documents and Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents. Except as explicitly provided in any of the Loan Documents, none 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 Agentthe Borrowers, Cash Management Provider nor the Borrower Representative, any Related Party Guarantor, the Master Property Manager and the Sponsor and the Collateral. Except for notices, reports and other documents received by the Agent hereunder, the Agent shall be responsible have no duty or responsibility to provide any Lender forwith any credit or other information concerning the business, nor shall it have operations, property, condition (financial or otherwise), prospects or creditworthiness of any duty to ascertainBorrower, inquire into or verify (a) the Borrower Representative, any recitalsGuarantor, reportsthe Master Property Manage, statements, representations or warranties made in connection with this Agreement the Sponsor or the other Loan Documents, (b) Collateral which may come into the contents of any certificate, report, instrument or other document referred to, provided for or delivered under or in connection with this Agreement or the other Loan Documents, (c) the performance or observance of any possession of the covenants, agreements Agent or other terms or conditions set forth in this Agreement or the other Loan Documents or the occurrence of any Default or Event of Default or the failure of the Company to perform any of its obligations hereunder officers, directors, employees, agents, attorneys-in-fact or thereunder, (d) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any document or instrument referred to or provided for herein or therein or (e) the creation, attachment, perfection or priority of any security interests or other liens purported to be granted to Lender pursuant to the Loan Documents. Except as explicitly provided in the Loan Documents, Agent shall not be required to file this Agreement, any other Loan Document or any document or instrument referred to herein or therein, or record or give notice of this Agreement or any other Loan Document or any document or instrument referred to herein or therein, to anyone. Lender acknowledges and agrees that Agent only has the duties and responsibilities explicitly set forth herein and in the other Loan Documentsaffiliates.

Non-Reliance on Agent. Lender Each Bank agrees that it has, independently and without reliance on the Agent, and based on such documents and information as it has deemed appropriate, made its own credit analysis and evaluation (including but not limited to an environmental review) of the Company Borrower and the its operations, and decision to enter into this Agreement and either originate the Loans or purchase a participation in the Loan Documents and Credit Agreement. Further, each Bank agrees that it will, independently and without reliance upon the Agent, and based on such documents and information as it shall deem reasonable and appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents. Each Bank acknowledges that a copy of this Credit Agreement and the exhibits and schedules hereto have been made available to it and to its independent legal counsel for review and each Bank acknowledges that it is satisfied with the form and substance of this Credit Agreement and the exhibits and schedules hereto. Except as explicitly otherwise provided in herein, the Loan DocumentsAgent shall have no duty or responsibility, none either initially or on a continuing basis, to keep any Bank or any holder of Agent, Cash Management Provider nor any Related Party shall be responsible a Note informed as to Lender for, nor shall it have any duty to ascertain, inquire into or verify (a) any recitals, reports, statements, representations or warranties made in connection with this Agreement or the other Loan Documents, (b) the contents of any certificate, report, instrument or other document referred to, provided for or delivered under or in connection with this Agreement or the other Loan Documents, (c) the performance or observance of by any of the covenants, agreements or other terms or conditions set forth in this Agreement or the other Loan Documents or the occurrence of any Default or Event of Default or the failure of the Company to perform any of its obligations hereunder or thereunder, (d) the value, validity, effectiveness, genuineness, enforceability or sufficiency Party of this Credit Agreement or any other Loan Document or any document or instrument referred to or provided for herein or therein to inspect the properties or (e) books of the creationBorrower. The Agent, attachment, perfection or priority of any security interests or other liens purported to be granted to Lender pursuant to the Loan Documents. Except as explicitly provided in the Loan Documentsabsence of gross negligence or willful misconduct, Agent shall not be required liable to file any Bank for its failure to relay or furnish to the Bank any information. The preceding provisions of this AgreementSection 9.2 to the contrary notwithstanding, the Agent shall use its best efforts to relay to each Bank any information pertaining to the Borrower or to any other Loan Document or any document or instrument referred to herein or therein, or record or give notice Party which comes into the possession of this Agreement or any other Loan Document or any document or instrument referred to herein or therein, to anyone. Lender acknowledges and agrees that Agent only has the duties and responsibilities explicitly set forth herein and in the other Loan DocumentsAgent's Select Industries Department.