Common use of Non-Reliance on Collateral Agent and Other Lenders Clause in Contracts

Non-Reliance on Collateral Agent and Other Lenders. Each Lender agrees that it has, independently and without reliance on the Collateral Agent or any other Lender, and based upon such documents and information as it has deemed appropriate, made its own credit analysis of the Company, the Company’s Subsidiaries and the Collateral, and its independent decision to enter into this Agreement and the Security Documents, and that it will, independently and without reliance upon the Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement and the Security Documents. The Collateral Agent shall not be required to keep the Lenders informed as to the performance or observance by the Company or its Subsidiaries of the Note Purchase Agreement, the Credit Agreement, the Security Documents or any other document, instrument or agreement, referred to or provided for therein or to inspect the properties or books of the Company or any of its Subsidiaries. The Collateral Agent shall not have any duty, responsibility or liability to provide any Lender with any credit or other information, concerning the affairs, financial condition or business of the Company which may come into the possession of Collateral Agent; provided, however, the Collateral Agent shall send to the Lenders written notice of any Default, Event of Default, Acceleration or Bankruptcy Event of which the Collateral Agent (in its capacity as such) has knowledge or of which it has been given written notice, and all payments and repayments of amounts required hereunder to be paid to the Lenders received by the Collateral Agent under or in connection with the Security Documents or this Agreement; and the Collateral Agent shall provide each Lender with a schedule of all costs and expenses which the Collateral Agent has paid or proposes to pay from the proceeds of such payments or repayments as permitted hereunder. Collateral Agent and Affiliates. Bank of America, N.A. and any successor Collateral Agent, in its capacity as a Lender, shall have the same rights and powers under the Financing Documents and may exercise or refrain from exercising the same as though it were not the Collateral Agent hereunder, and such Lender and its affiliates may accept deposits from, lend money to and generally engage in any kind of banking, trust, hedging or other business with or for any Lender, the Company or any of the Company’s Subsidiaries, or any of their respective affiliates, as if it were not acting as Collateral Agent hereunder.

Non-Reliance on Collateral Agent and Other Lenders. Each Lender agrees expressly acknowledges that neither the Collateral Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Collateral Agent hereinafter taken, including any review of the affairs of the Parent Guarantor, the Borrower or any Subsidiaries of the Parent Guarantor, shall be deemed to constitute any representation or warranty by the Collateral Agent to any Lender. Each Lender represents to the Collateral Agent that it has, independently and without reliance on upon the Collateral Agent or any other Lender, and based upon on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, assets, operations, property, financial and other condition, prospects and creditworthiness of the CompanyParent Guarantor, the Company’s Borrower or Subsidiaries of the Parent Guarantor and the Collateral, and made its independent own decision to make its Loans hereunder and enter into this Agreement and the Security Documents, and Agreement. Each Lender also represents that it will, independently and without reliance upon the Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement Agreement, and the Security Documents. The Collateral Agent shall not be required to keep the Lenders informed make such investigation as it deems necessary to inform itself as to the performance business, assets, operations, property, financial and other condition, prospects and creditworthiness of the Parent Guarantor, the Borrower or observance by the Company or its Subsidiaries of the Note Purchase Agreement, the Credit Agreement, the Security Documents or any other document, instrument or agreement, referred to or provided for therein or to inspect the properties or books of the Company or any of its SubsidiariesParent Guarantor. The Collateral Agent shall not have any duty, duty or responsibility or liability to provide any Lender with any credit or other information, 104 97 information concerning the affairsbusiness, operations, assets, property, financial condition and other condition, prospects or business creditworthiness of the Company Parent Guarantor, the Borrower or any Subsidiaries of the Parent Guarantor which may come into the possession of Collateral Agent; provided, however, the Collateral Agent shall send to the Lenders written notice of any Default, Event of Default, Acceleration or Bankruptcy Event of which the Collateral Agent (in its capacity as such) has knowledge or of which it has been given written notice, and all payments and repayments of amounts required hereunder to be paid to the Lenders received by the Collateral Agent under or in connection with the Security Documents or this Agreement; and the Collateral Agent shall provide each Lender with a schedule of all costs and expenses which the Collateral Agent has paid or proposes to pay from the proceeds of such payments or repayments as permitted hereunder. Collateral Agent and Affiliates. Bank of America, N.A. and any successor Collateral Agent, in its capacity as a Lender, shall have the same rights and powers under the Financing Documents and may exercise or refrain from exercising the same as though it were not the Collateral Agent hereunder, and such Lender and its affiliates may accept deposits from, lend money to and generally engage in any kind of banking, trust, hedging or other business with or for any Lender, the Company or any of the Company’s Subsidiariesits officers, directors, employees, agents, attorneys-in-fact or any of their respective affiliates, as if it were not acting as Collateral Agent hereunder.

Non-Reliance on Collateral Agent and Other Lenders. Each Lender agrees expressly acknowledges that neither the Collateral Agent, the Arranger nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates, has made any representations or warranties to it and that no act by the Collateral Agent, or the Arranger hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Collateral Agent or the Arranger to any Lender. Each Lender represents to the Collateral Agent that it has, independently and without reliance on upon the Collateral Agent or the Arranger or any other Lender, and based upon on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Company, the Company’s Subsidiaries Borrower and the Collateral, and made its independent own decision to enter into this Agreement and the Security Documents, and Loan Agreement. Each Lender also represents that it will, independently and without reliance upon the Collateral Agent Agent, the Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit analysis, appraisals and decisions in taking or not taking action under this Loan Agreement and the Security other Operative Documents. The Collateral Agent shall not be required , and to keep the Lenders informed make such investigation as it deems necessary to inform itself as to the performance or observance business, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Company or its Subsidiaries of the Note Purchase Agreement, the Credit Agreement, the Security Documents or any other document, instrument or agreement, referred to or provided for therein or to inspect the properties or books of the Company or any of its Subsidiaries. The Collateral Agent hereunder, neither the Collateral Agent nor the Arranger shall not have any duty, duty or responsibility or liability to provide any Lender with any credit or other information, information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of the Company Borrower which may come into the possession of Collateral Agent; provided, however, the Collateral Agent shall send to the Lenders written notice of any Default, Event of Default, Acceleration or Bankruptcy Event of which the Collateral Agent (in its capacity as such) has knowledge or of which it has been given written notice, and all payments and repayments of amounts required hereunder to be paid to the Lenders received by the Collateral Agent under or in connection with the Security Documents or this Agreement; and the Collateral Agent shall provide each Lender with a schedule of all costs and expenses which the Collateral Agent has paid or proposes to pay from the proceeds of such payments or repayments as permitted hereunder. Collateral Agent and Affiliates. Bank of America, N.A. and any successor Collateral Agent, in its capacity as a Lender, shall have the same rights and powers under the Financing Documents and may exercise or refrain from exercising the same as though it were not the Collateral Agent hereunder, and such Lender and its affiliates may accept deposits from, lend money to and generally engage in any kind of banking, trust, hedging or other business with or for any Lender, the Company or any of the Company’s Subsidiaries, Arranger or any of their respective affiliatesofficers, as if it were not acting as Collateral Agent hereunderdirectors, employees, agents, attorneys-in-fact or Affiliates.