Common use of Non-Reliance on Agents and Other Banks Clause in Contracts

Non-Reliance on Agents and Other Banks. Each of the Banks and the Fronting Banks expressly acknowledges and agrees that no Agent nor any of its respective Related Parties has made any representations or warranties to such Fronting Bank or such Bank and that no act by any Agent hereafter taken, including any review of the affairs of General Partner, Borrower, any other Loan Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by any Agent to a Fronting Bank or any Bank. Each of the Banks and the Fronting Banks acknowledges that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby, independently and without reliance upon any Agent, any other Bank or counsel to Administrative Agent, or any of their respective Related Parties, and based on the financial statements of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate. Each of the Banks and the Fronting Banks also acknowledges that it will, independently and without reliance upon any Agent, any other Bank or counsel to Administrative Agent or any of their respective Related Parties, and based on such review, advice, documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under the Loan Documents. No Agent shall be required to keep itself informed as to the performance or observance by Borrower or any other Loan Party of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Banks and the Fronting Banks by Administrative Agent under this Agreement or any of the other Loan Documents, Administrative Agent shall have no duty or responsibility to provide any Bank or Fronting Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of General Partner, Borrower, any other Loan Party or any other Affiliate thereof which may come into possession of Administrative Agent or any of its Related Parties. Each of the Banks and the Fronting Banks acknowledges that Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to Administrative Agent and is not acting as counsel to any Bank or Fronting Bank.

Non-Reliance on Agents and Other Banks. Each Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Bank, in each case in the Banks ordinary course of business, and is making the Fronting Banks expressly acknowledges loans hereunder as commercial loans in the ordinary course of its business and not for the purpose of purchasing, acquiring or holding any other type of financial instrument and (iii) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein. Each Bank agrees that no Agent nor any of its respective Related Parties has made any representations or warranties to such Fronting Bank or such Bank and that no act by any Agent hereafter taken, including any review of the affairs of General Partner, Borrower, any other Loan Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by any Agent to a Fronting Bank or any Bank. Each of the Banks and the Fronting Banks acknowledges that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated herebyhas, independently and without reliance upon on any Agent, Agent or any other Bank or counsel to Administrative Agent, or any of their respective Related PartiesBank, and based on the financial statements of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate. Each , made its own credit analysis of the Banks Borrower and the Fronting Banks also acknowledges decision to enter into this Agreement and that it will, independently and without reliance upon any Agent, any other Bank or counsel to Administrative Agent or any of their respective Related Partiesother Bank, and based on such review, advice, 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 the this Agreement or any other Loan DocumentsDocument. No Each Agent shall not be required to keep itself informed as to the performance or observance by Borrower of this Agreement or any other Loan Party of the Loan Documents Document or any other document referred to or provided for herein or therein or to inspect the properties or books of, or make any other investigation of, of Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Banks and the Fronting Banks by Administrative any Agent under this Agreement or any of the other Loan Documentshereunder, Administrative each Agent shall not have no any duty or responsibility to provide any Bank or Fronting Bank with any credit or other information concerning the business, operations, propertyaffairs, financial and other condition or creditworthiness business of General Partner, Borrower, any other Loan Party Borrower (or any other Affiliate thereof of Borrower) which may come into the possession of Administrative such Agent or any of its Related PartiesAffiliates. Each Agent shall not be required to file this Agreement, any other Loan Document or any document or instrument referred to herein or therein for record, or give notice of this Agreement, any other Loan Document or any document or instrument referred to herein or therein, to anyone. Each Bank, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and Assumption Agreement or any other Loan Document pursuant to which it shall become a Bank hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Banks and on the Fronting Banks acknowledges that Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to Administrative Agent and is not acting as counsel to any Bank or Fronting BankEffective Date.

Non-Reliance on Agents and Other Banks. Each of the Banks and the Fronting Banks expressly acknowledges and agrees that no Agent nor any of its respective Related Parties has made any representations or warranties to such Fronting Bank or such Bank and that no act by any Agent hereafter taken, including any review of the affairs of General Partner, Borrower, any other Loan Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by any Agent to a Fronting Bank or any Bank. Each of the Banks and the Fronting Banks acknowledges that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby, independently and without reliance upon any Agent, any other Bank or counsel to Administrative Agent, or any of their respective Related Parties, and based on the financial statements of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate. Each of the Banks and the Fronting Banks also acknowledges that it will, independently and without reliance upon any Agent, any other Bank or counsel to Administrative Agent or any of their respective Related Parties, and based on such review, advice, documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under the Loan Documents. No Agent shall be required to keep itself informed as to the performance or observance by Borrower or any other Loan Party of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Banks and the Fronting Banks by Administrative Agent under this Agreement or any of the other Loan Documents, Administrative Agent shall have no duty or responsibility to provide any Bank or Fronting Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of General Partner, Borrower, any other Loan Party or any other Affiliate thereof which may come into possession of Administrative Agent or any of its Related Parties. Each of the Banks and the Fronting Banks acknowledges that Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to Administrative Agent and is not acting as counsel to any Bank or Fronting Bank.

Non-Reliance on Agents and Other Banks. Each of the Banks and the Fronting Banks expressly acknowledges and agrees that no Agent nor any of its respective Related Parties has made any representations or warranties to such Fronting Bank or such Bank and that no act by any Agent hereafter taken, including any review of the affairs of General Partner, Borrower, any other Loan Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by any Agent to a Fronting Bank or any Bank. Each of the Banks and the Fronting Banks acknowledges that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby, independently and without reliance upon any Agent, any other Bank or counsel to the Administrative Agent, or any of their respective Related Parties, and based on the financial statements of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate. Each of the Banks and the Fronting Banks also acknowledges that it will, independently and without reliance upon any Agent, any other Bank or counsel to the Administrative Agent or any of their respective Related Parties, and based on such review, advice, documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under the Loan Documents. No Agent shall be required to keep itself informed as to the performance or observance by Borrower or any other Loan Party of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Banks and the Fronting Banks by the Administrative Agent under this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or responsibility to provide any Bank or Fronting Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of General Partner, Borrower, any other Loan Party or any other Affiliate thereof which may come into possession of the Administrative Agent or any of its Related Parties. Each of the Banks and the Fronting Banks acknowledges that the Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent and is not acting as counsel to any Bank or Fronting Bank.

Non-Reliance on Agents and Other Banks. Each Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Bank, in each case in the Banks ordinary course of business, and is making the Fronting Banks expressly acknowledges loans hereunder as commercial loans in the ordinary course of its business and not for the purpose of purchasing, acquiring or holding any other type of financial instrument and (iii) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein. Each Bank agrees that no Agent nor any of its respective Related Parties has made any representations or warranties to such Fronting Bank or such Bank and that no act by any Agent hereafter taken, including any review of the affairs of General Partner, Borrower, any other Loan Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by any Agent to a Fronting Bank or any Bank. Each of the Banks and the Fronting Banks acknowledges that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated herebyhas, independently and without reliance upon on any Agent, Agent or any other Bank or counsel to Administrative Agent, or any of their respective Related PartiesBank, and based on the financial statements of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate. Each , made its own credit analysis of the Banks Borrower and the Fronting Banks also acknowledges decision to enter into this Agreement and that it will, independently and without reliance upon any Agent, any other Bank or counsel to Administrative Agent or any of their respective Related Partiesother Bank, and based on such review, advice, 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 the this Agreement or any other Loan DocumentsDocument. No Each Agent shall not be required to keep itself informed as to the performance or observance by Borrower of this Agreement or any other Loan Party of the Loan Documents Document or any other document referred to or provided for herein or therein or to inspect the properties or books of, or make any other investigation of, of Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Banks and the Fronting Banks by Administrative any Agent under this Agreement or any of the other Loan Documentshereunder, Administrative each Agent shall not have no any duty or responsibility to provide any Bank or Fronting Bank with any credit or other information concerning the business, operations, propertyaffairs, financial and other condition or creditworthiness business of General Partner, Borrower, any other Loan Party Borrower (or any other Affiliate thereof of Borrower) which may come into the possession of Administrative such Agent or any of its Related PartiesAffiliates. Each Agent shall not be required to file this Agreement, any other Loan Document or any document or instrument referred to herein or therein for record, or give notice of this Agreement, any other Loan Document or any document or instrument referred to herein or therein, to anyone. Each Bank, by delivering its signature page to this Agreement on the Closing Date, or delivering its signature page to an Assignment and Assumption Agreement or any other Loan Document pursuant to which it shall become a Bank hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Banks and on the Fronting Banks acknowledges that Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to Administrative Agent and is not acting as counsel to any Bank or Fronting BankClosing Date.

Non-Reliance on Agents and Other Banks. Each of the Banks Bank and the Fronting Banks expressly Issuing Bank acknowledges and agrees that no neither any Agent nor any of its respective Related Parties Co-Lead Arranger has made any representations representation or warranties warranty to such Fronting Bank or such Bank it, and that no act by any Agent or any Co-Lead Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of General Partner, Borrower, any other Loan Party Borrower or any other Subsidiary or AffiliateAffiliate thereof, shall be deemed to constitute any such representation or warranty by any Agent or any Co-Lead Arranger to a Fronting any Bank or the Issuing Bank as to any Bankmatter, including whether any Agent or any Co-Lead Arranger has disclosed material information in their (or their Related Parties’) possession. Each of the Banks Bank and the Fronting Banks acknowledges Issuing Bank represents to the Agents and the Co-Lead Arrangers that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated herebyhas, independently and without reliance upon any Agent, any Lead Arranger, any other Bank, or the Issuing Bank or counsel to Administrative Agent, or any of their respective Related Parties, Parties and based on the financial statements of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of each Borrower and its Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrowers hereunder. Each of the Banks Bank and the Fronting Banks Issuing Bank also acknowledges that it will, independently and without reliance upon any Agent, any Co-Lead Arranger, any other Bank, the Issuing Bank or counsel to Administrative Agent or any of their respective Related Parties, Parties and based on such review, advice, documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the Loan Documents. No Agent shall be required to keep itself informed as to the performance or observance by Borrower or any other Loan Party of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, Borrowerbased upon this Agreement, any other Loan Party Document or any other Subsidiary. Except for noticesrelated agreement or any document furnished hereunder or thereunder, reports and other documents and information expressly required to be furnished make such investigations as it deems necessary to inform itself as to the Banks and the Fronting Banks by Administrative Agent under this Agreement or any of the other Loan Documentsbusiness, Administrative Agent shall have no duty or responsibility to provide any Bank or Fronting Bank with any credit or other information concerning the businessprospects, operations, property, financial and other condition or and creditworthiness of General Partnerthe Borrowers. Each Bank and the Issuing Bank represents and warrants that (a) the Loan Documents set forth the terms of a commercial lending facility and (b) it is engaged in making, Borroweracquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Bank or the Issuing Bank, as applicable, for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Bank or the Issuing Bank, as applicable, and not for the purpose of purchasing, acquiring or holding any other Loan Party or any other Affiliate thereof which may come into possession type of Administrative Agent or any financial instrument, and each Bank and the Issuing Bank agrees not to assert a claim in contravention of its Related Partiesthe foregoing. Each of the Banks Bank and the Fronting Banks acknowledges Issuing Bank represents and warrants that Administrative Agent’s legal counsel in connection it is sophisticated with the transactions contemplated by this Agreement is only acting respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as counsel may be applicable to Administrative Agent and is not acting as counsel to any such Bank or Fronting the Issuing Bank, as applicable, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Agents and Other Banks. Each of the Banks and the Fronting Banks expressly acknowledges and agrees that no Agent nor any of its respective Related Parties has made any representations or warranties to such Fronting Bank or such Bank and that no act by any Agent hereafter taken, including any review of the affairs of General Partner, Borrower, any other Loan Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by any Agent to a Fronting Bank or any Bank. Each of the Banks and the Fronting Banks acknowledges that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby, independently and without reliance upon any Agent, any other Bank or counsel to the Administrative Agent, or any of their respective Related Parties, and based on the financial statements of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of General Partner, BorrowerXxxxxxxx, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate. Each of the Banks and the Fronting Banks also acknowledges that it will, independently and without reliance upon any Agent, any other Bank or counsel to the Administrative Agent or any of their respective Related Parties, and based on such review, advice, documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under the Loan Documents. No Agent shall be required to keep itself informed as to the performance or observance by Borrower or any other Loan Party of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Banks and the Fronting Banks by the Administrative Agent under this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or responsibility to provide any Bank or Fronting Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of General Partner, Borrower, any other Loan Party or any other Affiliate thereof which may come into possession of the Administrative Agent or any of its Related Parties. Each of the Banks and the Fronting Banks acknowledges that the Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent and is not acting as counsel to any Bank or Fronting Bank.

Non-Reliance on Agents and Other Banks. Each of the Banks and the Fronting Banks Bank expressly acknowledges and agrees that no neither the Agent, the Co-Agents nor the Administrative Agent nor any of its their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to such Fronting Bank or such Bank it and that no act by the Agent, the Co-Agents or the Administrative Agent or any Agent hereafter affiliate thereof hereinafter taken, including any review of the affairs of General Partner, the Borrower, any other Loan Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by any the Agent, the Co-Agents or the Administrative Agent to a Fronting Bank or any Bank. Each of Bank represents to the Banks Agent, the Co-Agents and the Fronting Banks acknowledges Administrative Agent that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated herebyhas, independently and without reliance upon any the Agent, the Co-Agents or the Administrative Agent or any other Bank or counsel to Administrative Agent, or any of their respective Related PartiesBank, and based on the financial statements of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each of the Banks and the Fronting Banks Bank also acknowledges represents that it will, independently and without reliance upon any the Agent, any other Bank the Co-Agents or counsel to the Administrative Agent or any of their respective Related Partiesother Bank, and based on such review, advice, 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 the Loan Documents. No Agent shall be required this Credit Agreement, and to keep make such investigation as it deems necessary to inform itself informed as to the performance or observance by Borrower or any business, assets, operations, property, financial and other Loan Party conditions, prospects and creditworthiness of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Banks and by the Fronting Banks by Administrative Agent under this Agreement or any of hereunder, neither the other Loan DocumentsAgent, the Co-Agents nor the Administrative Agent shall have no any duty or responsibility to provide any Bank or Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial and or other condition conditions, prospects or creditworthiness of General Partner, Borrower, any other Loan Party or any other Affiliate thereof the Borrower which may come into the possession of the Agent, the Co-Agents nor the Administrative Agent or any of its Related Parties. Each of the Banks and the Fronting Banks acknowledges that Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to Administrative Agent and is not acting as counsel to any Bank their respective officers, directors, employees, agents, attorneys-in-fact or Fronting Bankaffiliates.

Non-Reliance on Agents and Other Banks. (a) Each Bank confirms to the Agent, each other Bank and each of the Banks and the Fronting Banks expressly acknowledges and agrees that no Agent nor any of its their respective Related Parties has made any representations or warranties to such Fronting Bank or such Bank and that no act by any Agent hereafter taken, including any review of the affairs of General Partner, Borrower, any other Loan Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by any Agent to a Fronting Bank or any Bank. Each of the Banks and the Fronting Banks acknowledges that it has made (i) possesses (individually or through its own credit Related Parties) such knowledge and legal analysis experience in financial and decision to enter into this Agreement and the transactions contemplated herebybusiness matters that it is capable, independently and without reliance upon any on the Agent, the Arranger, any other Bank or counsel to Administrative Agent, or any of their respective Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making Loans and other extensions of credit hereunder and (z) in taking or not taking actions hereunder and thereunder, (ii) is financially able to bear such risks and (iii) has determined that entering into this Agreement and making Loans and other extensions of credit hereunder is suitable and appropriate for it. (b) Each Bank acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement, (ii) that it has, independently and without reliance upon the Agent, the Arranger, any other Bank or any of their respective Related Parties, made its own appraisal and investigation of all risks associated with, and its own credit analysis and decision to enter into, this Agreement, based on the financial statements of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information information, as it has deemed appropriate. Each of the Banks appropriate and the Fronting Banks also acknowledges that (iii) it will, independently and without reliance upon any the Agent, the Arranger, any other Bank or counsel to Administrative Agent or any of their respective Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection with, and its own credit analysis and decision to take or not take action under, this Agreement, based on such review, advice, documents and information as it shall from time to time deem appropriate at appropriate, which may include, in each case: (A) the timefinancial condition, continue status and capitalization of the Borrower; (B) the legality, validity, effectiveness, adequacy or enforceability of this Agreement, the Notes (with respect to make its own decisions any Bank that has requested a Note), and any other agreement, arrangement or document entered into, made or executed in taking anticipation of, under or not taking action under the Loan Documents. No Agent shall be required to keep itself informed as in connection herewith or therewith; (C) determining compliance or non-compliance with any condition hereunder to the performance making of a Loan hereunder, and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition subject to confirmation by the Agent of its receipt of items requested to be delivered as conditions to lending pursuant to Section 3.01 hereof; (D) adequacy, accuracy and/or completeness of the Information Memorandum and any other information delivered by the Agent, the Arranger, any other Bank or observance by Borrower any of their respective Related Parties under or in connection with this Agreement, the transactions contemplated hereby and thereby or any other Loan Party of the Loan Documents agreement, arrangement or any other document referred to entered into, made or provided for therein or to inspect the properties or books executed in anticipation of, under or make any other investigation of, Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Banks and the Fronting Banks by Administrative Agent under this Agreement or any of the other Loan Documents, Administrative Agent shall have no duty or responsibility to provide any Bank or Fronting Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of General Partner, Borrower, any other Loan Party or any other Affiliate thereof which may come into possession of Administrative Agent or any of its Related Parties. Each of the Banks and the Fronting Banks acknowledges that Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to Administrative Agent and is not acting as counsel to any Bank herewith or Fronting Banktherewith.

Non-Reliance on Agents and Other Banks. Each of the Banks and the Fronting Banks Bank expressly acknowledges and agrees that no neither the Co-Agents nor the Administrative Agent nor any of its their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to such Fronting Bank or such Bank it and that no act by the Co-Agents or the Administrative Agent or any Agent hereafter affiliate thereof hereinafter taken, including any review of the affairs of General Partner, the Borrower, any other Loan Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by any the Co-Agents or the Administrative Agent to a Fronting Bank or any Bank. Each of Bank represents to the Banks Co-Agents and the Fronting Banks acknowledges Administrative Agent that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated herebyhas, independently and without reliance upon any Agent, the Co-Agents or the Administrative Agent or any other Bank or counsel to Administrative Agent, or any of their respective Related PartiesBank, and based on the financial statements of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each of the Banks and the Fronting Banks Bank also acknowledges represents that it will, independently and without reliance upon any Agent, any other Bank the Co-Agents or counsel to the Administrative Agent or any of their respective Related Partiesother Bank, and based on such review, advice, 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 the Loan Documents. No Agent shall be required this Credit Agreement, and to keep make such investigation as it deems necessary to inform itself informed as to the performance or observance by Borrower or any business, assets, operations, property, financial and other Loan Party conditions, prospects and creditworthiness of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Banks and by the Fronting Banks by Administrative Agent under this Agreement or any of hereunder, neither the other Loan Documents, Co- Agents nor the Administrative Agent shall have no any duty or responsibility to provide any Bank or Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial and or other condition conditions, prospects or creditworthiness of General Partner, Borrower, any other Loan Party or any other Affiliate thereof the Borrower which may come into the possession of the Co-Agents nor the Administrative Agent or any of its Related Parties. Each of the Banks and the Fronting Banks acknowledges that Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to Administrative Agent and is not acting as counsel to any Bank their respective officers, directors, employees, agents, attorneys-in-fact or Fronting Bankaffiliates.

Non-Reliance on Agents and Other Banks. Each Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Bank, in each case in the Banks ordinary course of business, and is making the Fronting Banks expressly acknowledges loans hereunder as commercial loans in the ordinary course of its business and not for the purpose of purchasing, acquiring or holding any other type of financial instrument and (iii) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein. Each Bank agrees that no Agent nor any of its respective Related Parties has made any representations or warranties to such Fronting Bank or such Bank and that no act by any Agent hereafter taken, including any review of the affairs of General Partner, Borrower, any other Loan Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by any Agent to a Fronting Bank or any Bank. Each of the Banks and the Fronting Banks acknowledges that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated herebyhas, independently and without reliance upon on any Agent, Agent or any other Bank or counsel to Administrative Agent, or any of their respective Related PartiesBank, and based on the financial statements of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate. Each , made its own credit analysis of the Banks Borrower and the Fronting Banks also acknowledges decision to enter into this Agreement and that it will, independently and without reliance upon any Agent, any other Bank or counsel to Administrative Agent or any of their respective Related Partiesother Bank, and based on such review, advice, 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 the this Agreement or any other Loan DocumentsDocument. No Each Agent shall not be required to keep itself informed as to the performance or observance by Borrower of this Agreement or any other Loan Party of the Loan Documents Document or any other document referred to or provided for herein or therein or to inspect the properties or books of, or make any other investigation of, of Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Banks and the Fronting Banks by Administrative any Agent under this Agreement or any of the other Loan Documentshereunder, Administrative each Agent shall not have no any duty or responsibility to provide any Bank or Fronting Bank with any credit or other information concerning the business, operations, propertyaffairs, financial and other condition or creditworthiness business of General Partner, Borrower, any other Loan Party Borrower (or any other Affiliate thereof of Borrower) which may come into the possession of Administrative such Agent or any of its Related PartiesAffiliates. Each Agent shall not be required to file this Agreement, any other Loan Document or any document or instrument referred to herein or therein for record, or give notice of this Agreement, any other Loan Document or any document or instrument referred to herein or therein, to anyone. Each Bank, by delivering its signature page to this Agreement on the Closing Date, or delivering its signature page to an Assignment and Assumption Agreement or any other Loan Document pursuant to which it shall become a Bank hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Banks on the Closing Date. Each Bank and each Fronting Bank also acknowledges and agrees that none of the Banks and the Fronting Banks acknowledges that Administrative Agent’s legal counsel , any Joint Lead Arranger, any Co-Syndication Agent, any Documentation Agent, or any Sustainability Structuring Agent acting in connection with such capacities have made any assurances as to (i) whether the transactions contemplated credit facility evidenced by this Agreement is only acting as counsel to Administrative Agent and is not acting as counsel to any Bank meet such Bank’s or Fronting Bank’s criteria or expectations with regard to environmental impact and sustainability performance, (ii) whether any characteristics of the credit facility evidenced by this Agreement, including the characteristics of the relevant key performance indicators to which the Borrower will link a potential margin and/or facility fee adjustment, including their environmental and sustainability criteria, meet any industry standards or market expectations for sustainability-linked credit facilities or (iii) whether the relevant KPI or targets with respect thereto will be attainable or able to be maintained by the Borrower, and (b) each Bank and Fronting Bank has performed its own independent investigation and analysis of the credit facility evidenced by this Agreement and whether such credit facility meet its own criteria or expectations with regard to environmental impact and/or sustainability performance.

Non-Reliance on Agents and Other Banks. Each of the Banks and the Fronting Banks expressly acknowledges and agrees that no Agent Agent, Bookrunner or Lead Arranger nor any of its respective Related Parties has made any representations or warranties to such Fronting Bank or such Bank and that no act by any Agent Agent, Bookrunner or Lead Arranger hereafter taken, including consent to, and acceptance of any assignment or review of the affairs of General Partner, Borrower, any other Loan Party or any other Subsidiary or AffiliateAffiliate thereof, shall be deemed to constitute any such representation or warranty by any Agent Agent, Bookrunner or Lead Arranger to a any Fronting Bank or any BankBank as to any matter, including whether Administrative Agent, any Bookrunner or any Lead Arranger has disclosed material information in their (or their Related Parties’) possession. Each of the Banks and the Fronting Banks acknowledges that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby, independently and without reliance upon any Agent, any Bookrunner, any Lead Arranger, any other Bank or counsel to Administrative Agent, or any of their respective Related Parties, and based on the financial statements of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of General Partner, BorrowerBxxxxxxx, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate. Each of the Banks and the Fronting Banks also acknowledges that it will, independently and without reliance upon any Agent, any Bookrunner, any Lead Arranger, any other Bank or counsel to Administrative Agent or any of their respective Related Parties, and based on such review, advice, 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 the Loan DocumentsDocuments or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. No Agent shall be required to keep itself informed as to the performance or observance by Borrower or any other Loan Party of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Banks and the Fronting Banks by Administrative Agent under this Agreement or any of the other Loan Documents, Administrative Agent shall have no duty or responsibility to provide any Bank or Fronting Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of General Partner, Borrower, any other Loan Party or any other Affiliate thereof which may come into possession of Administrative Agent or any of its Related Parties. Each of the Banks and the Fronting Banks acknowledges that Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to Administrative Agent and is not acting as counsel to any Bank or Fronting Bank. Each Bank and each Fronting Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Bank or Fronting Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Bank or Fronting Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Bank and each Fronting Bank agrees not to assert a claim in contravention of the foregoing. Each Bank and each Fronting Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Bank or such Fronting Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Agents and Other Banks. Each of the Banks and the Fronting Banks expressly acknowledges and agrees that no Agent nor any of its respective Related Parties has made any representations or warranties to such Fronting Bank or such Bank and that no act by any Agent hereafter taken, including any review of the affairs of General Partner, Borrower, any other Loan Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by any Agent to a Fronting Bank or any Bank. Each of the Banks and the Fronting Banks acknowledges that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby, independently and without reliance upon any Agent, any other Bank or counsel to Administrative Agent, or any of their respective Related Parties, and based on the financial statements of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of General Partner, BorrowerBxxxxxxx, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate. Each of the Banks and the Fronting Banks also acknowledges that it will, independently and without reliance upon any Agent, any other Bank or counsel to Administrative Agent or any of their respective Related Parties, and based on such review, advice, documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under the Loan Documents. No Agent shall be required to keep itself informed as to the performance or observance by Borrower or any other Loan Party of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Banks and the Fronting Banks by Administrative Agent under this Agreement or any of the other Loan Documents, Administrative Agent shall have no duty or responsibility to provide any Bank or Fronting Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of General Partner, Borrower, any other Loan Party or any other Affiliate thereof which may come into possession of Administrative Agent or any of its Related Parties. Each of the Banks and the Fronting Banks acknowledges that Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to Administrative Agent and is not acting as counsel to any Bank or Fronting Bank.

Non-Reliance on Agents and Other Banks. Each of the Banks Bank and the Fronting Banks expressly Issuing Bank acknowledges and agrees that no neither any Agent nor any of its respective Related Parties Co-Lead Arranger has made any representations representation or warranties warranty to such Fronting Bank or such Bank it, and that no act by any Agent or any Co-Lead Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of General Partner, Borrower, any other Loan Party Borrower or any other Subsidiary or AffiliateAffiliate thereof, shall be deemed to constitute any such representation or warranty by any Agent or any Co-Lead Arranger to a Fronting any Bank or the Issuing Bank as to any Bankmatter, including whether any Agent or any Co-Lead Arranger has disclosed material information in their (or their Related Parties’) possession. Each of the Banks Bank and the Fronting Banks acknowledges Issuing Bank represents to the Agents and the Co-Lead Arrangers that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated herebyhas, independently and without reliance upon any Agent, any Lead Arranger, any other Bank, or the Issuing Bank or counsel to Administrative Agent, or any of their respective Related Parties, Parties and based on the financial statements of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of each Borrower and its Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrowers hereunder. Each of the Banks Bank and the Fronting Banks Issuing Bank also acknowledges that it will, independently and without reliance upon any Agent, any Co-Lead Arranger, any other Bank, the Issuing Bank or counsel to Administrative Agent or any of their respective Related Parties, Parties and based on such review, advice, documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the Loan Documents. No Agent shall be required to keep itself informed as to the performance or observance by Borrower or any other Loan Party of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, Borrowerbased upon this Agreement, any other Loan Party Document or any other Subsidiary. Except for noticesrelated agreement or any document furnished hereunder or thereunder, reports and other documents and information expressly required to be furnished make such investigations as it deems necessary to inform itself as to the Banks and the Fronting Banks by Administrative Agent under this Agreement or any of the other Loan Documentsbusiness, Administrative Agent shall have no duty or responsibility to provide any Bank or Fronting Bank with any credit or other information concerning the businessprospects, operations, property, financial and other condition or and creditworthiness of General Partnerthe Borrowers. Each Bank and the Issuing Bank represents and warrants that (a) the Loan Documents set forth the terms of a commercial lending facility and (b) it is engaged in making, Borroweracquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Bank or the Issuing Bank, as applicable, for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Bank or the Issuing Bank, as applicable, and not for the purpose of purchasing, acquiring or holding any other Loan Party or any other Affiliate thereof which may come into possession type of Administrative Agent or any financial instrument, and each Bank and the Issuing Bank agrees not to assert a claim in contravention of its Related Partiesthe foregoing. Each Bank and the Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Bank or the Issuing Bank, as applicable, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. (w) 16.10 of the Banks and the Fronting Banks acknowledges that Administrative Agent’s legal counsel in connection with the transactions contemplated by this Credit Agreement is only acting amended to read as counsel to Administrative Agent and is not acting as counsel to any Bank or Fronting Bank.follows:

Non-Reliance on Agents and Other Banks. Each of the Banks and the Fronting Banks expressly acknowledges and agrees that no Agent nor any of its respective Related Parties has made any representations or warranties to such Fronting Bank or such Bank and that no act by any Agent hereafter taken, including any review of the affairs of General Partner, Borrower, any other Loan Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by any Agent to a Fronting Bank or any Bank. Each of the Banks and the Fronting Banks acknowledges that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby, independently and without reliance upon any Agent, any other Bank or counsel to Administrative Agent, or any of their respective Related Parties, and based on the financial statements of General Partner, Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of General Partner, BorrowerBorxxxxx, the xhe other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate. Each of the Banks and the Fronting Banks also acknowledges that it will, independently and without reliance upon any Agent, any other Bank or counsel to Administrative Agent or any of their respective Related Parties, and based on such review, advice, documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under the Loan Documents. No Agent shall be required to keep itself informed as to the performance or observance by Borrower or any other Loan Party of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Banks and the Fronting Banks by Administrative Agent under this Agreement or any of the other Loan Documents, Administrative Agent shall have no duty or responsibility to provide any Bank or Fronting Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of General Partner, Borrower, any other Loan Party or any other Affiliate thereof which may come into possession of Administrative Agent or any of its Related Parties. Each of the Banks and the Fronting Banks acknowledges that Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to Administrative Agent and is not acting as counsel to any Bank or Fronting Bank.