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

Non-Reliance on Agents and Other Banks. Each Bank expressly acknowledges that none of any Agent nor any Arranger has made any representation or warranty to it, and that no act by any Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Company of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent or any Arranger to any Bank as to any matter, including whether any Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Bank represents to each Agent and each Arranger that it has, independently and without reliance upon any Agent or any Bank or any of their Related Parties and based on such 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 the Company 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 Company hereunder. Each Bank also acknowledges that it will, independently and without reliance upon any Agent, any Arranger or any Bank or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, 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 Company and its Subsidiaries. Each 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 for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Bank agrees not to assert a claim in contravention of the foregoing. Each 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, 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 Bank of the Banks and the Fronting Banks expressly acknowledges and agrees that none of any no Agent nor any Arranger of its respective Related Parties has made any representation representations or warranty warranties to it, such Fronting Bank or such Bank and that no act by any Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Company of General Partner, Borrower, any Affiliate thereofother 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 Arranger to any Bank as to any matter, including whether any Agent or any Arranger have disclosed material information in their (or their Related Parties’) possessionBank. Each Bank represents to each Agent of the Banks and each Arranger the Fronting Banks acknowledges that it hashas 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 Agent, any other Bank or any Bank 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 . Each of the Company Banks 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 Company hereunder. Each Bank Fronting Banks also acknowledges that it will, independently and without reliance upon any Agent, any Arranger other Bank or any Bank 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 appropriateappropriate 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 to keep itself informed as to the performance or based upon this Agreementobservance 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 Document, any related agreement Party or any document other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished hereunder or thereunder, and to 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 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, prospects, operations, property, financial and other condition and or creditworthiness of the Company and General Partner, Borrower, any other Loan Party or any other Affiliate thereof which may come into possession of Administrative Agent or any of its SubsidiariesRelated Parties. Each Bank represents of the Banks and warrants the Fronting Banks acknowledges that (i) Administrative Agent’s legal counsel in connection with the Loan Documents set forth the terms of a commercial lending facility and (ii) it transactions contemplated by this Agreement is engaged in making, acquiring or holding commercial loans in the ordinary course only acting as counsel to Administrative Agent and is entering into this Agreement not acting as a counsel to any Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Fronting Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Bank agrees not to assert a claim in contravention of the foregoing. Each 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, 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 Bank expressly acknowledges that none of any Agent nor any Arranger has made any representation or warranty to it, and that no act by any Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Company of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent or any Arranger to any Bank as to any matter, including whether any Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Bank represents to each Agent and each Arranger that it has, independently and without reliance upon any Agent or any Bank or any of their Related Parties and based on such 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 the Company 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 Company hereunder. Each Bank also acknowledges that it will, independently and without reliance upon any Agent, any Arranger or any Bank or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, 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 Company and its Subsidiaries. Each Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and facility, (ii) it is engaged in making, acquiring or holding commercial loans and in the ordinary course and is entering into this Agreement as a 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, in each case in the ordinary course of business, and is making the 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, instrument and each Bank agrees not to assert a claim in contravention of the foregoing. Each Bank represents and warrants that (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 it has, as may be applicable to such independently and without reliance on any Agent or any other Bank, and either itbased on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and the decision to enter into this Agreement and that it will, independently and without reliance upon any Agent or any other Bank, 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 or any other Loan Document. 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 Document or any other document referred to or provided for herein or therein or to inspect the properties or books of Borrower. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by any Agent hereunder, each Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of Borrower (or any Affiliate of Borrower) which may come into the possession of such Agent or any of its Affiliates. 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 Person exercising discretion 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 Administrative Agent, any Joint Lead Arranger, any Co-Syndication Agent, any Documentation Agent, or any Sustainability Structuring Agent acting in making such capacities have made any assurances as to (i) whether the credit facility evidenced by this Agreement 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 decision 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 make, acquire environmental impact 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 facilitiessustainability performance.

Non-Reliance on Agents and Other Banks. Each Bank expressly and the Issuing Bank acknowledges that none of neither any Agent nor any Co-Lead Arranger has made any representation or warranty to 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 the Company of any Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent or any Co-Lead Arranger to any Bank or the Issuing Bank as to any matter, including whether any Agent or any Co-Lead Arranger have has disclosed material information in their (or their Related Parties’) possession. Each Bank and the Issuing Bank represents to each Agent the Agents and each Arranger the Co-Lead Arrangers that it has, independently and without reliance upon any Agent Agent, any Lead Arranger, any other Bank, or any the Issuing Bank or any of their Related Parties and based on such 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 the Company 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 Company Borrowers hereunder. Each Bank and the Issuing Bank also acknowledges that it will, independently and without reliance upon any Agent, any Arranger or Co-Lead Arranger, any other Bank, the Issuing Bank or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, Document 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 Company and its SubsidiariesBorrowers. Each Bank and the Issuing Bank represents and warrants that (ia) the Loan Documents set forth the terms of a commercial lending facility and (iib) it is engaged in making, acquiring 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 type of financial instrument, and each Bank and the Issuing Bank agrees not to assert a claim in contravention of the 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.

Non-Reliance on Agents and Other Banks. Each Bank expressly acknowledges that none of any Agent nor any Arranger has made any representation or warranty to it, and that no act by any Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Company of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent or any Arranger to any Bank as to any matter, including whether any Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Bank represents to each Agent and each Arranger that it has, independently and without reliance upon any Agent or any Bank or any of their Related Parties and based on such 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 the Company 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 Company hereunder. Each Bank also acknowledges that it will, independently and without reliance upon any Agent, any Arranger or any Bank or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, 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 Company and its Subsidiaries. Each Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and facility, (ii) it is engaged in making, acquiring or holding commercial loans and in the ordinary course and is entering into this Agreement as a 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, in each case in the ordinary course of business, and is making the 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, instrument and each Bank agrees not to assert a claim in contravention of the foregoing. Each Bank represents and warrants that (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 it has, as may be applicable to such independently and without reliance on any Agent or any other Bank, and either itbased on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and the decision to enter into this Agreement and that it will, independently and without reliance upon any Agent or any other Bank, 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 or any other Loan Document. 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 Document or any other document referred to or provided for herein or therein or to inspect the properties or books of Borrower. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by any Agent hereunder, each Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of Borrower (or any Affiliate of Borrower) which may come into the possession of such Agent or any of its Affiliates. 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 Person exercising discretion in making Closing Date, or delivering its decision signature page to makean Assignment and Assumption Agreement or any other Loan Document pursuant to which it shall become a Bank hereunder, acquire and/or hold such commercial loans 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 to provide such other facilitiesbe approved by or satisfactory to, is experienced in making, acquiring the Administrative Agent or holding such commercial loans or providing such other facilitiesthe Banks on the Closing Date.

Non-Reliance on Agents and Other Banks. Each Bank expressly acknowledges that none of any Agent nor any Arranger has made any representation or warranty to it, and that no act by any Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Company of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent or any Arranger to any Bank as to any matter, including whether any Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Bank represents to each Agent and each Arranger that it has, independently and without reliance upon any Agent or any Bank or any of their Related Parties and based on such 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 the Company 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 Company hereunder. Each Bank also acknowledges that it will, independently and without reliance upon any Agent, any Arranger or any Bank or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, 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 Company and its Subsidiaries. Each Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and facility, (ii) it is engaged in making, acquiring or holding commercial loans and in the ordinary course and is entering into this Agreement as a 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, in each case in the ordinary course of business, and is making the 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, instrument and each Bank agrees not to assert a claim in contravention of the foregoing. Each Bank represents and warrants that (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 it has, as may be applicable to such independently and without reliance on any Agent or any other Bank, and either itbased on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and the decision to enter into this Agreement and that it will, independently and without reliance upon any Agent or any other Bank, 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 or any other Loan Document. 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 Document or any other document referred to or provided for herein or therein or to inspect the properties or books of Borrower. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by any Agent hereunder, each Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of Borrower (or any Affiliate of Borrower) which may come into the possession of such Agent or any of its Affiliates. 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 Person exercising discretion 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 on the Effective Date. Each Bank also acknowledges and agrees that none of the Administrative Agent, any Joint Lead Arranger, any Syndication Agent, any Documentation Agent, or any Sustainability Structuring Agent acting in making such capacities have made any assurances as to (i) whether the credit facility evidenced by this Agreement meet such 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 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 has performed its decision 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 make, acquire environmental impact 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 facilitiessustainability performance.

Non-Reliance on Agents and Other Banks. Each Bank expressly acknowledges acknowledge that none of any neither Agent, Collateral Agent nor any Arranger of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by any Agent or any Arranger hereafter Collateral Agent hereinafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Company or any of any Affiliate thereofits Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent or any Arranger Collateral Agent to any Bank as to any matter, including whether any Agent or any Arranger have disclosed material information in their (or their Related Parties’) possessionBank. Each Bank represents to each Agent and each Arranger Collateral Agent that it has, independently and without reliance upon any Agent or Collateral Agent or any Bank or any of their Related Parties other Bank, and based on such documents and information as it has 92. deemed appropriate, made its own credit analysis of, appraisal of, of and investigation into, into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and its Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement and to extend credit to the Company hereunderAgreement. Each Bank also acknowledges represents that it will, independently and without reliance upon any Agent, any Arranger Collateral Agent or any Bank or any of their Related Parties other Bank, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any Agreement and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and its Subsidiaries. Each Bank represents Except for notices, reports and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in makingother documents expressly required to be furnished to Banks by Agent hereunder, acquiring neither Agent nor Collateral Agent shall have any duty or holding commercial loans in the ordinary course and is entering into this Agreement as a 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, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Bank agrees not to assert a claim in contravention of the foregoing. Each Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and responsibility to provide any Bank with any credit or other facilities set forth hereininformation concerning the business, as operations, property, condition (financial or otherwise), prospects or creditworthiness of Company or any of its Subsidiaries which may be applicable to such Bankcome into the possession of Agent or Collateral Agent or any of their respective officers, and either itdirectors, employees, agents, attorneys-in-fact 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 facilitiesAffiliates.

Non-Reliance on Agents and Other Banks. Each Bank expressly acknowledges that none of any Agent nor any Arranger has made any representation or warranty to it, and that no act by any Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Company of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent or any Arranger to any Bank as to any matter, including whether any Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Bank represents to each Agent and each Arranger that it has, independently and without reliance upon any Agent or any Bank or any of their Related Parties and based on such 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 the Company 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 Company hereunder. Each Bank also acknowledges that it will, independently and without reliance upon any Agent, any Arranger or any Bank or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, 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 Company and its Subsidiaries. Each Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and facility, (ii) it is engaged in making, acquiring or holding commercial loans and in the ordinary course and is entering into this Agreement as a 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, in each case in the ordinary course of business, and is making the 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, instrument and each Bank agrees not to assert a claim in contravention of the foregoing. Each Bank represents and warrants that (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 it has, as may be applicable to such independently and without reliance on any Agent or any other Bank, and either itbased on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and the decision to enter into this Agreement and that it will, independently and without reliance upon any Agent or any other Bank, 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 or any other Loan Document. 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 Document or any other document referred to or provided for herein or therein or to inspect the properties or books of Borrower. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by any Agent hereunder, each Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of Borrower (or any Affiliate of Borrower) which may come into the possession of such Agent or any of its Affiliates. 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 Person exercising discretion in making Effective Date, or delivering its decision signature page to makean Assignment and Assumption Agreement or any other Loan Document pursuant to which it shall become a Bank hereunder, acquire and/or hold such commercial loans 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 to provide such other facilitiesbe approved by or satisfactory to, is experienced in making, acquiring the Administrative Agent or holding such commercial loans or providing such other facilitiesthe Banks on the Effective Date.

Non-Reliance on Agents and Other Banks. Each Bank expressly acknowledges that none of any neither the Agent, the Co-Agents nor the Administrative Agent nor any Arranger of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representation representations or warranty warranties to it, it and that no act by any the Agent, the Co-Agents or the Administrative Agent or any Arranger hereafter affiliate thereof hereinafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Company of any Affiliate thereofBorrower, shall be deemed to constitute any representation or warranty by any the Agent, the Co-Agents or the Administrative Agent or any Arranger to any Bank as to any matter, including whether any Agent or any Arranger have disclosed material information in their (or their Related Parties’) possessionBank. Each Bank represents to each the Agent, the Co-Agents and the Administrative Agent and each Arranger that it has, independently and without reliance upon any the Agent, the Co-Agents or the Administrative Agent or any Bank or any of their Related Parties other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, of and investigation into, into the business, prospectsassets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Company and its Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Borrower and made its own decision to make its Loans hereunder and enter into this Agreement and to extend credit to the Company hereunderCredit Agreement. Each Bank also acknowledges represents that it will, independently and without reliance upon any the Agent, any Arranger the Co-Agents or the Administrative Agent or any Bank or any of their Related Parties other Bank, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospectsassets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Company Borrower. Except for notices, reports and its Subsidiaries. Each other documents expressly required to be furnished to the Banks by the Administrative Agent hereunder, neither the Agent, the Co-Agents nor the Administrative Agent shall have any duty or responsibility to provide any Bank represents and warrants that (i) with any credit or other information concerning the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in makingbusiness, acquiring operations, assets, property, financial or holding commercial loans in the ordinary course and is entering into this Agreement as a Bank for the purpose of makingother conditions, acquiring prospects or holding commercial loans and providing other facilities set forth herein as may be applicable to such Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Bank agrees not to assert a claim in contravention creditworthiness of the foregoing. Each Bank represents and warrants that it is sophisticated with respect to decisions to makeBorrower which may come into the possession of the Agent, acquire and/or hold commercial loans and to provide other facilities set forth hereinthe Co-Agents nor the Administrative Agent or any of their respective officers, as may be applicable to such Bankdirectors, and either itemployees, agents, attorneys-in-fact 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 facilitiesaffiliates.