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

Non-Reliance on the Agent and Other Lenders. Each Lender ------------------------------------------- expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of the Borrower or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, 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 Borrower and 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 also represents that it will, independently and without reliance upon the 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 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 Borrower and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder or by the other Loan Documents, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrower or any of its Subsidiaries which may come into the possession of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender ------------------------------------------- expressly acknowledges that neither the Agent Agent, the Sustainability Structuring Agent, nor any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries attorneys in fact or Affiliates has affiliates have made any representations or warranties to it and that no act by any Agent or the Sustainability Structuring Agent hereinafter hereafter taken, including any review of the affairs of the Borrower a Loan Party or any affiliate of its Subsidiariesa Loan Party, shall be deemed to constitute any representation or warranty by any Agent or the Sustainability Structuring Agent to any Lender. Each Lender represents to the Agent and Sustainability Structuring Agent that it has, independently and without reliance upon the any Agent or the Sustainability Structuring Agent, any other Lender, Lender 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 Borrower Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Term Loans and issue or participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent, the Sustainability Structuring 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 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 Borrower Loan Parties and its Subsidiariestheir affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder or by the other Loan DocumentsSustainability Structuring Agent hereunder, the Administrative Agent and Sustainability Structuring Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of the Borrower any Loan Party or any affiliate of its Subsidiaries which a Loan Party that may come into the possession of the Agent Administrative Agent, the Sustainability Structuring Agent, or any of its respective their officers, directors, employees, agents, attorneysattorneys 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-in-factlinked 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, Subsidiaries auditing or Affiliatesotherwise 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 its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries attorneys in fact or Affiliates has affiliates have made any representations or warranties to it and that no act by any Agent or the Sustainability Structuring Agent hereinafter hereafter taken, including any review of the affairs of the Borrower a Loan Party or any affiliate of its Subsidiariesa Loan Party, shall be deemed to constitute any representation or warranty by any Agent or the Sustainability Structuring Agent to any LenderLender or Issuing Bank. Each Lender and Issuing Bank represents to the Agent and Sustainability Structuring Agent that it has, independently and without reliance upon the any Agent or the Sustainability Structuring Agent, any other LenderLender 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 Borrower Loan Parties and its Subsidiaries their affiliates 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 Sustainability Structuring Agent, any other Lender or any other LenderIssuing 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 Borrower Loan Parties and its Subsidiariestheir affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders and Issuing Banks by the Administrative Agent hereunder or by the other Loan DocumentsSustainability 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 and other condition or otherwise), prospects or creditworthiness of the Borrower any Loan Party or any affiliate of its Subsidiaries which a Loan Party that may come into the possession of the Agent Administrative Agent, the Sustainability Structuring Agent, or any of its respective their officers, directors, employees, agents, attorneysattorneys 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-in-factlinked 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, Subsidiaries auditing or Affiliatesotherwise 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 its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries attorneys in fact or Affiliates has affiliates have made any representations or warranties to it and that no act by the any Agent hereinafter hereafter taken, including any review of the affairs of the Borrower a Loan Party or any affiliate of its Subsidiariesa Loan Party, shall be deemed to constitute any representation or warranty by the any Agent to any LenderLender or Issuing Bank. Each Lender and Issuing Bank represents to the Agent that it has, independently and without reliance upon the Agent any Agent, any other Lender or any other LenderIssuing 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 Borrower Loan Parties and its Subsidiaries their affiliates 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 the Agent any Agent, any other Lender or any other LenderIssuing 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 Borrower Loan Parties and its Subsidiariestheir affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders and Issuing Banks by the Administrative Agent hereunder or by the other Loan Documentshereunder, 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 and other condition or otherwise), prospects or creditworthiness of the Borrower any Loan Party or any affiliate of its Subsidiaries which a Loan Party that may come into the possession of the Administrative Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries attorneys in fact or Affiliatesaffiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender ------------------------------------------- expressly acknowledges that neither the Agent Agent, nor any of its respective the Agent's officers, directors, partners, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter hereafter taken, including any review of the affairs of the Borrower Borrower, any Subsidiary or any of its Subsidiariesother Obligor, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, 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 Borrower Borrower, any Subsidiary and its Subsidiaries the other Obligors and made its own decision to make its Loans Loans, and issue or participate in Letters of Credit Credit, hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the 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 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 Borrower Borrower, its Subsidiaries and its Subsidiariesthe other Obligors. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder or by the other Loan Documentshereunder, the Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of the Borrower Borrower, any Subsidiary or any of its Subsidiaries other Obligor which may come into the possession of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender expressly ------------------------------------------- expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter hereafter taken, including any review of the affairs of the Borrower Borrowers, any Subsidiary or any of its Subsidiariesother Obligor, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, 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 Borrower Borrowers, any Subsidiary and its Subsidiaries the other Obligors and made its own decision to make its Loans Loans, and issue or participate in Letters of Credit Credit, hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the 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 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 Borrower Borrowers, their Subsidiaries and its Subsidiariesthe other Obligors. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder or by the other Loan Documentshereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of the Borrower Borrowers, any Subsidiary or any of its Subsidiaries other Obligor which may come into the possession of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender ------------------------------------------- expressly acknowledges that neither the Agent nor any of its respective the Agent’s officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of the Borrower Obligors or any of its their Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Lender; provided, however, each Lender may 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 represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, 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 Borrower Obligors and its their 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 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 the 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 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 Borrower Obligors and its their Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder or by the other Loan Documents, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrower Obligors or any of its their Subsidiaries which may come into the possession of the any Agent or any of its the Agent’s respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender ------------------------------------------- expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of the any Borrower or any of its SubsidiariesSubsidiary thereof, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, 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 Borrower Borrowers and its their Subsidiaries and made its own decision to make its Loans and issue or participate in Letters Letter of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the 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 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 Borrower Borrowers and its their Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder or by the other Loan Documents, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the any Borrower or any of its Subsidiaries Subsidiary thereof which may come into the possession of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender expressly ------------------------------------------- expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter hereafter taken, including any review of the affairs of the Borrower Borrower, any Subsidiary or any of its Subsidiariesother Obligor, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, 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 Borrower Borrower, any Subsidiary and its Subsidiaries the other Obligors and made its own decision to make its Loans Loans, and issue or participate in Letters of Credit Credit, hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the 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 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 Borrower Borrower, its Subsidiaries and its Subsidiariesthe other Obligors. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder or by the other Loan Documentshereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of the Borrower Borrower, any Subsidiary or any of its Subsidiaries other Obligor which may come into the possession of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender ------------------------------------------- expressly acknowledges that neither the Agent no Facility Agent, nor any of its respective such Facility Agent's officers, directors, partners, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates has made any representations or warranties to it and that no act by the any Facility Agent hereinafter hereafter taken, including any review of the affairs of the Borrower Borrower, any Subsidiary or any of its Subsidiariesother Obligor, shall be deemed to constitute any representation or warranty by the 98 such Facility Agent to any Lender. Each Lender represents to the each Facility Agent that it has, independently and without reliance upon the such Facility Agent or any other Lender, 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 Borrower Borrower, any Subsidiary and its Subsidiaries the other Obligors and made its own decision to make its Loans Loans, and issue or participate in Letters of Credit Credit, hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the any Facility 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 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 Borrower Borrower, its Subsidiaries and its Subsidiariesthe other Obligors. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder or by the other Loan Documentshereunder, the no Facility Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of the Borrower Borrower, any Subsidiary or any of its Subsidiaries other Obligor which may come into the possession of the such Facility Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender ------------------------------------------- expressly acknowledges that neither the Agent no Facility Agent, nor any of its respective such Facility Agent's officers, directors, partners, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates has made any representations or warranties to it and that no act by the any Facility Agent hereinafter hereafter taken, including any review of the affairs of the Borrower Borrower, any Subsidiary or any of its Subsidiariesother Obligor, shall be deemed to constitute any representation or warranty by the such Facility Agent to any Lender. Each Lender represents to the each Facility Agent that it has, independently and without reliance upon the such Facility Agent or any other Lender, 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 Borrower Borrower, any Subsidiary and its Subsidiaries the other Obligors and made its own decision to make its Loans Loans, and issue or participate in Letters of Credit Credit, hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the any Facility 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 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 Borrower Borrower, its Subsidiaries and its Subsidiariesthe other Obligors. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder or by the other Loan Documentshereunder, the no Facility Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of the Borrower Borrower, any Subsidiary or any of its Subsidiaries other Obligor which may come into the possession of the such Facility Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender ------------------------------------------- and the L/C Issuer expressly acknowledges that neither none of the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates the Joint Lead Arrangers has made any representations representation or warranties warranty to it it, and that no act by the Agent hereinafter or the Joint Lead Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower any Loan Party or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Agent or the Joint Lead Arrangers to any LenderLender or the 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 the L/C Issuer represents to the Agent and the Joint Lead Arrangers that it has, independently and without reliance upon the Agent Agent, the Joint Lead Arrangers, any other Lender or any other Lender, 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 Borrower Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans and issue or participate in Letters of Credit hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Agent Agent, the Joint Lead Arrangers, any other Lender or any other Lender, 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 Borrower Loan Parties. Each Lender and its Subsidiariesthe 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 by the Agent hereunder or by the other Loan Documents, the Agent shall not have any duty or responsibility to provide any other facilities set forth herein, as may be applicable to such Lender with any credit or 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, financial and acquiring or holding such commercial loans or providing such other condition or creditworthiness of the Borrower or any of its Subsidiaries which may come into the possession of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliatesfacilities.

Non-Reliance on the Agent and Other Lenders. Each Lender ------------------------------------------- expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Agent hereinafter hereafter taken, including any review of the affairs of the Borrower a Group Member or any affiliate of its Subsidiariesa Group Member, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other LenderLender or any of 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 Borrower Group Members and its Subsidiaries their affiliates and made its own credit analysis and decision to make its Loans and issue or participate in Letters of Credit Advances hereunder and enter into this Agreement. Each Lender also represents agrees that it will, independently and without reliance upon the Agent or any other LenderLender or any of 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 Borrower Group Members and its Subsidiariestheir affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder or by the other Loan Documentshereunder, the Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of the Borrower any Group Member or any affiliate of its Subsidiaries which a Group Member that may come into the possession of the Agent or any of its respective officers, directors, employees, agents, attorneysattorneys 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-inTerrorism 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-fact, Subsidiaries or AffiliatesTerrorism Laws.

Non-Reliance on the Agent and Other Lenders. Each Lender ------------------------------------------- expressly acknowledges that neither the Agent Agent, the Issuing Bank nor any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent or the Issuing Bank hereinafter taken, including any review of the affairs of the Borrower or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent or the Issuing Bank to any Lender. Each Lender represents to the Agent and the Issuing Bank that it has, independently and without reliance upon the Agent Agent, the Issuing Bank or any other Lender, 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 Borrower and 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 also represents that it will, independently and without reliance upon the Agent Agent, the Issuing Bank or any other Lender, 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 Borrower and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder or by the other Loan Documents, neither the Agent nor the Issuing Bank shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrower or any of and its Subsidiaries which may come into the possession of the Agent Agent, the Issuing Bank or any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender ------------------------------------------- expressly acknowledges that neither the Agent nor any of its respective the Agent's officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any 66 representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of the Borrower Obligors or any of its their Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Lender; provided, however, each Lender may 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 represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, 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 Borrower Obligors and its their 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 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 the 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 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 Borrower Obligors and its their Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder or by the other Loan Documents, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrower Obligors or any of its their Subsidiaries which may come into the possession of the any Agent or any of its the Agent's respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates.

Non-Reliance on the Agent and Other Lenders. Each Lender ------------------------------------------- expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of the Borrower or any of its Subsidiaries, shall - 82 - 88 be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, 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 Borrower and its Subsidiaries and made its own decision to make its Loans and issue or participate in Letters Letter of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the 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 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 Borrower and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder or by the other Loan Documents, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrower or any of its Subsidiaries which may come into the possession of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates.