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

Non-Reliance on the Agent and Other Lenders. Each Lender and each Issuing Bank expressly acknowledges that neither the Agent nor any of their respective officers, directors, employees, agents, attorneys in fact or affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender or Issuing Bank. Each Lender and Issuing Bank represents to the Agent that it has, independently and without reliance upon any Agent, any other Lender or any Issuing Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender and Issuing Bank also represents that it will, independently and without reliance upon any Agent, any other Lender or any Issuing Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders and Issuing Banks by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or affiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender and each Issuing Bank expressly acknowledges that neither the Agent Agent, nor any of their respective the Agent's officers, directors, partners, employees, agents, attorneys in attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by any the Agent hereafter taken, including any review of the affairs of a Loan Party the Borrower, any Subsidiary or any affiliate of a Loan Partyother Obligor, shall be deemed to constitute any representation or warranty by any the Agent to any Lender or Issuing BankLender. Each Lender and Issuing Bank represents to the Agent that it has, independently and without reliance upon any Agent, the Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower, any Subsidiary and their affiliates the other Obligors and made its own decision to make its Loans Loans, and participate in Letters of Credit, hereunder and enter into this Agreement. Each Lender and Issuing Bank also represents that it will, independently and without reliance upon any Agent, the Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower, its Subsidiaries and their affiliatesthe other Obligors. Except for notices, reports and other documents expressly required to be furnished to the Lenders and Issuing Banks by the Administrative Agent hereunder, the Administrative Agent shall not have any no duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower, any Loan Party Subsidiary or any affiliate of a Loan Party that other Obligor which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or affiliatesAffiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender and each Issuing Bank expressly acknowledges that neither the Agent Agent, the Sustainability Structuring Agent, nor any of their respective officers, directors, employees, agents, attorneys in fact or affiliates have made any representations or warranties to it and that no act by any Agent or the Sustainability Structuring Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent or the Sustainability Structuring Agent to any Lender or Issuing BankLender. Each Lender and Issuing Bank represents to the Agent and Sustainability Structuring Agent that it has, independently and without reliance upon any Agent or the Sustainability Structuring Agent, any other Lender or any Issuing Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender and Issuing Bank also represents that it will, independently and without reliance upon any Agent, the Sustainability Structuring Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders and Issuing Banks by the Administrative Agent or the Sustainability Structuring Agent hereunder, the Administrative Agent and Sustainability Structuring Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent Agent, the Sustainability Structuring Agent, or any of its their officers, directors, employees, agents, attorneys in fact or affiliates. It is understood and agreed that the Administrative Agent and the Sustainability Structuring Agent make no assurances as to (i) whether this Agreement meets any Loan Party or Lender criteria or expectations with regard to environmental impact and sustainability performance, or (ii) whether the characteristics of the relevant sustainability performance targets and/or key performance indicators included in the Agreement, including any environmental and sustainability criteria or any computation methodology with respect thereto, meet any industry standards for sustainability-linked credit facilities. It is further understood and agreed that neither the Administrative Agent nor the Sustainability Structuring Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by any Loan Party of (i) the relevant sustainability performance targets and/or key performance indicators or (ii) any Sustainability Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any Sustainability Pricing Certificate (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry, when implementing any such pricing adjustment).

Non-Reliance on the Agent and Other Lenders. Each Lender and each Issuing Bank expressly acknowledges that neither the Agent Agent, the Sustainability Structuring Agent, nor any of their respective officers, directors, employees, agents, attorneys in fact or affiliates have made any representations or warranties to it and that no act by any Agent or the Sustainability Structuring Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent or the Sustainability Structuring Agent to any Lender or Issuing Bank. Each Lender and Issuing Bank represents to the Agent and Sustainability Structuring Agent that it has, independently and without reliance upon any Agent or the Sustainability Structuring Agent, any other Lender or any Issuing Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender and Issuing Bank also represents that it will, independently and without reliance upon any Agent, the Sustainability Structuring Agent, any other Lender or any Issuing Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders and Issuing Banks by the Administrative Agent or the Sustainability Structuring Agent hereunder, the Administrative Agent and Sustainability Structuring Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent Agent, the Sustainability Structuring Agent, or any of its their officers, directors, employees, agents, attorneys in fact or affiliates. It is understood and agreed that the Administrative Agent and the Sustainability Structuring Agent make no assurances as to (i) whether this Agreement meets any Loan Party or Lender criteria or expectations with regard to environmental impact and sustainability performance, or (ii) whether the characteristics of the relevant sustainability performance targets and/or key performance indicators included in the Agreement, including any environmental and sustainability criteria or any computation methodology with respect thereto, meet any industry standards for sustainability-linked credit facilities. It is further understood and agreed that neither the Administrative Agent nor the Sustainability Structuring Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by any Loan Party of (i) the relevant sustainability performance targets and/or key performance indicators or (ii) any Sustainability Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any Sustainability Pricing Certificate (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry, when implementing any such pricing adjustment).

Non-Reliance on the Agent and Other Lenders. Each Lender and each Issuing Bank ------------------------------------------- expressly acknowledges that neither the Agent nor any of their its respective officers, directors, employees, agents, attorneys in fact attorneys-in-fact, Subsidiaries or affiliates have Affiliates has made any representations or warranties to it and that no act by any the Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party the Borrower or any affiliate of a Loan Partyits Subsidiaries, shall be deemed to constitute any representation or warranty by any the Agent to any Lender or Issuing BankLender. Each Lender and Issuing Bank represents to the Agent that it has, independently and without reliance upon any Agent, the Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower and their affiliates its Subsidiaries and made its own decision to make its Loans and issue or participate in Letters of Credit hereunder and enter into this Agreement. Each Lender and Issuing Bank also represents that it will, independently and without reliance upon any Agent, the Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower and their affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders and Issuing Banks by the Administrative Agent hereunderhereunder or by the other Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Borrower or any affiliate of a Loan Party that its Subsidiaries which may come into the possession of the Administrative Agent or any of its respective officers, directors, employees, agents, attorneys in fact attorneys-in-fact, Subsidiaries or affiliatesAffiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender and each Issuing Bank expressly ------------------------------------------- acknowledges that neither the Agent nor any of their respective its officers, directors, employees, agents, attorneys in attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by any the Agent hereafter taken, including any review of the affairs of a Loan Party the Borrowers, any Subsidiary or any affiliate of a Loan Partyother Obligor, shall be deemed to constitute any representation or warranty by any the Agent to any Lender or Issuing BankLender. Each Lender and Issuing Bank represents to the Agent that it has, independently and without reliance upon any Agent, the Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrowers, any Subsidiary and their affiliates the other Obligors and made its own decision to make its Loans Loans, and participate in Letters of Credit, hereunder and enter into this Agreement. Each Lender and Issuing Bank also represents that it will, independently and without reliance upon any Agent, the Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrowers, their Subsidiaries and their affiliatesthe other Obligors. Except for notices, reports and other documents expressly required to be furnished to the Lenders and Issuing Banks by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrowers, any Loan Party Subsidiary or any affiliate of a Loan Party that other Obligor which may come into the possession of the Administrative Agent or any of its respective officers, directors, employees, agents, attorneys in attorneys-in-fact or affiliatesAffiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender and each Issuing Bank expressly acknowledges that neither the Agent nor any of their respective the Agent's officers, directors, employees, agents, attorneys in fact attorneys-in-fact, Subsidiaries or affiliates have Affiliates has made any 66 representations or warranties to it and that no act by any the Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party the Obligors or any affiliate of a Loan Partytheir Subsidiaries, shall be deemed to constitute any representation or warranty by any the Agent to any Lender; provided, however, each Lender or Issuing Bankmay rely on the Agent's determination of Loan amounts and Letter of Credit amounts after the Agent's review and, as applicable, adjustment of the Borrowing Base Report and determination of the Obligors' satisfaction of the applicable advance conditions. Each Lender and Issuing Bank represents to the Agent that it has, independently and without reliance upon any Agent, the Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Obligors and their affiliates Subsidiaries and made its own decision to make its Revolving Loans and issue or participate in Letters of Credit hereunder and enter into this Agreement. Each Lender represents that it has independently reviewed the terms of this Agreement and Issuing Bank the form of each Mortgage, and has not relied on the Agent with respect to the terms hereof or thereof. Each Lender also represents that it will, independently and without reliance upon any Agent, the Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Obligors and their affiliatesSubsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders and Issuing Banks by the Administrative Agent hereunderhereunder or by the other Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Obligors or any affiliate of a Loan Party that their Subsidiaries which may come into the possession of the Administrative any Agent or any of its the Agent's respective officers, directors, employees, agents, attorneys in fact attorneys-in-fact, Subsidiaries or affiliatesAffiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender and each Issuing Bank expressly acknowledges that neither the Agent nor any of their respective the Agent’s officers, directors, employees, agents, attorneys in fact attorneys-in-fact, Subsidiaries or affiliates have Affiliates has made any representations or warranties to it and that no act by any the Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party the Obligors or any affiliate of a Loan Partytheir Subsidiaries, shall be deemed to constitute any representation or warranty by any the Agent to any Lender; provided, however, each Lender or Issuing Bankmay rely on the Agent’s determination of Loan amounts and Letter of Credit amounts after the Agent’s review and, as applicable, adjustment of the Borrowing Base Report and determination of the Obligors’ satisfaction of the applicable advance conditions. Each Lender and Issuing Bank represents to the Agent that it has, independently and without reliance upon any Agent, the Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Obligors and their affiliates Subsidiaries and made its own decision to make its Revolving Loans and issue or participate in Letters of Credit hereunder and enter into this Agreement. Each Lender represents that it has independently reviewed the terms of this Agreement and Issuing Bank the form of each Mortgage, and has not relied on the Agent with respect to the terms hereof or thereof. Each Lender also represents that it will, independently and without reliance upon any Agent, the Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Obligors and their affiliatesSubsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders and Issuing Banks by the Administrative Agent hereunderhereunder or by the other Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Obligors or any affiliate of a Loan Party that their Subsidiaries which may come into the possession of the Administrative any Agent or any of its the Agent’s respective officers, directors, employees, agents, attorneys in fact attorneys-in-fact, Subsidiaries or affiliatesAffiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender and each Issuing Bank the L/C Issuer expressly acknowledges that neither none of the Agent nor any of their respective officers, directors, employees, agents, attorneys in fact or affiliates have the Joint Lead Arrangers has made any representations representation or warranties warranty to it it, and that no act by any the Agent or the Joint Lead Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of a any Loan Party or any affiliate of a Loan PartyAffiliate thereof, shall be deemed to constitute any representation or warranty by any the Agent or the Joint Lead Arrangers to any Lender or Issuing Bankthe L/C Issuer as to any matter, including whether the Agent or the Joint Lead Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and Issuing Bank the L/C Issuer represents to the Agent and the Joint Lead Arrangers that it has, independently and without reliance upon any the Agent, the Joint Lead Arrangers, any other Lender or any Issuing Bank, of their Related Parties 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, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and Issuing Bank the L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Agent, the Joint Lead Arrangers, any other Lender or any Issuing Bank, of their Related Parties and based on such 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 or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigation 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 Parties. Each Lender and their affiliatesthe L/C Issuer 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 Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the foregoing. Except for noticesEach Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, reports acquire and/or hold commercial loans and other documents expressly required to be furnished to the Lenders and Issuing Banks by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any other facilities set forth herein, as may be applicable to such Lender or Issuing Bank with any credit the L/C Issuer, 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 information concerning the businessfacilities, operationsis experienced in making, property, condition (financial acquiring or otherwise), prospects holding such commercial loans or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or affiliatesproviding such other facilities.

Non-Reliance on the Agent and Other Lenders. Each Lender and each Issuing Bank expressly ------------------------------------------- acknowledges that neither the Agent nor any of their respective its officers, directors, employees, agents, attorneys in attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by any the Agent hereafter taken, including any review of the affairs of a Loan Party the Borrower, any Subsidiary or any affiliate of a Loan Partyother Obligor, shall be deemed to constitute any representation or warranty by any the Agent to any Lender or Issuing BankLender. Each Lender and Issuing Bank represents to the Agent that it has, independently and without reliance upon any Agent, the Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower, any Subsidiary and their affiliates the other Obligors and made its own decision to make its Loans Loans, and participate in Letters of Credit, hereunder and enter into this Agreement. Each Lender and Issuing Bank also represents that it will, independently and without reliance upon any Agent, the Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower, its Subsidiaries and their affiliatesthe other Obligors. Except for notices, reports and other documents expressly required to be furnished to the Lenders and Issuing Banks by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower, any Loan Party Subsidiary or any affiliate of a Loan Party that other Obligor which may come into the possession of the Administrative Agent or any of its respective officers, directors, employees, agents, attorneys in attorneys-in-fact or affiliatesAffiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender and each Issuing Bank expressly acknowledges that neither the Agent no Facility Agent, nor any of their respective such Facility Agent's officers, directors, partners, employees, agents, attorneys in attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by any Facility Agent hereafter taken, including any review of the affairs of a Loan Party the Borrower, any Subsidiary or any affiliate of a Loan Partyother Obligor, shall be deemed to constitute any representation or warranty by any such Facility Agent to any Lender or Issuing BankLender. Each Lender and Issuing Bank represents to the each Facility Agent that it has, independently and without reliance upon any Agent, such Facility Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower, any Subsidiary and their affiliates the other Obligors and made its own decision to make its Loans Loans, and participate in Letters of Credit, hereunder and enter into this Agreement. Each Lender and Issuing Bank also represents that it will, independently and without reliance upon any Agent, Facility Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower, its Subsidiaries and their affiliatesthe other Obligors. Except for notices, reports and other documents expressly required to be furnished to the Lenders and Issuing Banks by the Administrative Agent hereunder, the Administrative no Facility Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower, any Loan Party Subsidiary or any affiliate of a Loan Party that other Obligor which may come into the possession of the Administrative such Facility Agent or any of its respective officers, directors, employees, agents, attorneys in attorneys-in-fact or affiliatesAffiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender and each Issuing Bank expressly acknowledges that neither the Agent nor any of their its respective officers, directors, employees, agents, attorneys in fact attorneys-in-fact, Subsidiaries or affiliates have Affiliates has made any representations or warranties to it and that no act by any the Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party any Borrower or any affiliate of a Loan PartySubsidiary thereof, shall be deemed to constitute any representation or warranty by any the Agent to any Lender or Issuing BankLender. Each Lender and Issuing Bank represents to the Agent that it has, independently and without reliance upon any Agent, the Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrowers and their affiliates Subsidiaries and made its own decision to make its Loans and issue or participate in Letter of Credit hereunder and enter into this Agreement. Each Lender and Issuing Bank also represents that it will, independently and without reliance upon any Agent, the Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrowers and their affiliatesSubsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders and Issuing Banks by the Administrative Agent hereunderhereunder or by the other Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Loan Party Borrower or any affiliate of a Loan Party that Subsidiary thereof which may come into the possession of the Administrative Agent or any of its respective officers, directors, employees, agents, attorneys in fact attorneys-in-fact, Subsidiaries or affiliatesAffiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender and each Issuing Bank expressly acknowledges that neither the Agent nor any of their respective its officers, directors, employees, agents, attorneys in fact or affiliates have has made any representations or warranties to it and that no act by any the Agent hereafter taken, including any review of the affairs of a Loan Party Group Member or any affiliate of a Loan PartyGroup Member, shall be deemed to constitute any representation or warranty by any the Agent to any Lender or Issuing BankLender. Each Lender and Issuing Bank represents to the Agent that it has, independently and without reliance upon any Agent, the Agent or any other Lender or any Issuing Bankof their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Group Members and their affiliates and made its own credit analysis and decision to make its Loans Advances hereunder and enter into this Agreement. Each Lender and Issuing Bank also represents agrees that it will, independently and without reliance upon any Agent, the Agent or any other Lender or any Issuing Bankof their Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and Agreement, the other Loan Documents, or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Group Members and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders and Issuing Banks by the Administrative Agent hereunder, the Administrative Agent shall not have any no duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party Group Member or any affiliate of a Loan Party Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or affiliates. Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of Loan Parties, their Affiliates or their agents, the Loan Documents or the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such Anti-Terrorism Laws.

Non-Reliance on the Agent and Other Lenders. Each Lender and each Issuing Bank expressly acknowledges that neither the Agent nor any of their its respective officers, directors, employees, agents, attorneys in fact attorneys-in-fact, Subsidiaries or affiliates have Affiliates has made any representations or warranties to it and that no act by any the Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party the Borrower or any affiliate of a Loan Partyits Subsidiaries, shall - 82 - 88 be deemed to constitute any representation or warranty by any the Agent to any Lender or Issuing BankLender. Each Lender and Issuing Bank represents to the Agent that it has, independently and without reliance upon any Agent, the Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower and their affiliates its Subsidiaries and made its own decision to make its Loans and issue or participate in Letter of Credit hereunder and enter into this Agreement. Each Lender and Issuing Bank also represents that it will, independently and without reliance upon any Agent, the Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower and their affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders and Issuing Banks by the Administrative Agent hereunderhereunder or by the other Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Borrower or any affiliate of a Loan Party that its Subsidiaries which may come into the possession of the Administrative Agent or any of its respective officers, directors, employees, agents, attorneys in fact attorneys-in-fact, Subsidiaries or affiliatesAffiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender and each Issuing Bank expressly acknowledges that neither the Agent no Facility Agent, nor any of their respective such Facility Agent's officers, directors, partners, employees, agents, attorneys in attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by any Facility Agent hereafter taken, including any review of the affairs of a Loan Party the Borrower, any Subsidiary or any affiliate of a Loan Partyother Obligor, shall be deemed to constitute any representation or warranty by any 98 such Facility Agent to any Lender or Issuing BankLender. Each Lender and Issuing Bank represents to the each Facility Agent that it has, independently and without reliance upon any Agent, such Facility Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower, any Subsidiary and their affiliates the other Obligors and made its own decision to make its Loans Loans, and participate in Letters of Credit, hereunder and enter into this Agreement. Each Lender and Issuing Bank also represents that it will, independently and without reliance upon any Agent, Facility Agent or any other Lender or any Issuing BankLender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower, its Subsidiaries and their affiliatesthe other Obligors. Except for notices, reports and other documents expressly required to be furnished to the Lenders and Issuing Banks by the Administrative Agent hereunder, the Administrative no Facility Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower, any Loan Party Subsidiary or any affiliate of a Loan Party that other Obligor which may come into the possession of the Administrative such Facility Agent or any of its respective officers, directors, employees, agents, attorneys in attorneys-in-fact or affiliatesAffiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender and each Issuing Bank expressly acknowledges that neither the Agent Agent, the Issuing Bank nor any of their respective officers, directors, employees, agents, attorneys in fact attorneys-in-fact, Subsidiaries or affiliates have Affiliates has made any representations or warranties to it and that no act by any the Agent hereafter or the Issuing Bank hereinafter taken, including any review of the affairs of a Loan Party the Borrower or any affiliate of a Loan Partyits Subsidiaries, shall be deemed to constitute any representation or warranty by any the Agent or the Issuing Bank to any Lender or Issuing BankLender. Each Lender and Issuing Bank represents to the Agent and the Issuing Bank that it has, independently and without reliance upon any the Agent, the Issuing Bank or any other Lender or any Issuing BankLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower and their affiliates its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender and Issuing Bank also represents that it will, independently and without reliance upon any the Agent, the Issuing Bank or any other Lender or any Issuing BankLender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower and their affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders and Issuing Banks by the Administrative Agent hereunderhereunder or by the other Loan Documents, neither the Administrative Agent nor the Issuing Bank shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that the Borrower and its Subsidiaries which may come into the possession of the Administrative Agent Agent, the Issuing Bank or any of its their respective officers, directors, employees, agents, attorneys in fact attorneys-in-fact, Subsidiaries or affiliatesAffiliates.