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

Non-Reliance on the Agents and Other Lenders. Each Lender expressly acknowledges that neither any Agent nor any of their respective officers, directors, employees, agents, advisors, 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 such Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any 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 Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any 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 Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by an Agent hereunder, no Agent shall have any duty or responsibility to provide any Lender 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 an Agent or any of its officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates.

Non-Reliance on the Agents and Other Lenders. Each Lender expressly acknowledges that neither any Agent nor any of their its respective officers, directors, employees, agents, advisors, attorneys-in-fact fact, subsidiaries or Affiliates have affiliates has 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 the Borrower or any Affiliate of a Loan Partyits Subsidiaries, shall be deemed to constitute any representation or warranty by such Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, 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 Borrower and their Affiliates its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any 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 Loan Parties Borrower and their Affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by an Agent hereunderhereunder or by the other Loan Documents, no such 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 (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 an such Agent or any of its respective officers, directors, employees, agents, advisors, attorneys-in-fact fact, Subsidiaries or Affiliates.

Non-Reliance on the Agents and Other Lenders. Each Lender expressly acknowledges that neither any Agent of the Agents nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates 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 the Borrower or any Affiliate affiliate of a Loan Partythe Borrower, shall be deemed to constitute any representation or warranty by such any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, 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 Borrower and their Affiliates its affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any 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 Loan Parties Borrower and their Affiliatesits affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by an the Administrative Agent hereunder, no Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Borrower or any Affiliate affiliate of a Loan Party the Borrower that may come into the possession of an such Agent or any of its officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on the Agents and Other Lenders. Each Lender Secured Party expressly acknowledges that neither any none of the Administrative Agent, the Collateral Agent nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates affiliates have made any representations or warranties to it and that no act by any Agent the Agents hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partytheir Affiliates, shall be deemed to constitute any representation or warranty by the Agents to any Secured Party. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a DSR Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender or DSR LC Issuing Bank, as applicable, unless such Agent shall have received notice to any Lenderthe contrary from such Lender prior to the making of such Loan or the issuance of such DSR Letter of Credit. Each Lender Secured Party represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other LenderSecured Party, 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 and their Affiliates and made its own decision to make its Loans or enter into Swap Agreements, as applicable, hereunder and enter into this Agreement. Each Lender Secured Party also represents that it will, independently and without reliance upon any Agent the Agents or any other LenderSecured Party, 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 Secured Party by an Agent the Agents hereunder, no Agent the Agents shall not have any duty or responsibility to provide any Lender Secured Party 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 their Affiliates that may come into the possession of an Agent the Agents or any of its their officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on the Agents and Other Lenders. Each Lender expressly acknowledges that neither any Agent nor any of their respective officers, directors, employees, agents, advisors, 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 such Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and 180 US-DOCS\73723759.13 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 also represents that it will, independently and without reliance upon any 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 Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by an Agent hereunder, no Agent shall have any duty or responsibility to provide any Lender 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 an Agent or any of its officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates.

Non-Reliance on the Agents and Other Lenders. Each Lender expressly acknowledges that neither any Agent of the Agents nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates 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 affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by such any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, 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 and their Affiliates affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any 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 Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by an the Administrative Agent hereunder, no Agent shall have any duty or responsibility to provide any Lender 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 affiliate of a Loan Party that may come into the possession of an such Agent or any of its officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on the Agents and Other Lenders. Each Lender expressly acknowledges that neither any Agent of the Agents nor any of their respective officers, directors, employees, agents, attorneys and other advisors, attorneys-in-partners, attorneys in fact or Affiliates 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 affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by such any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, 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 and their Affiliates affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any 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 Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by an the Administrative Agent hereunder, no Agent shall have any duty or responsibility to provide any Lender 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 affiliate of a Loan Party that may come into the possession of an any Agent or any of its officers, directors, employees, agents, attorneys and other advisors, attorneys-in-partners, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on the Agents and Other Lenders. Each Lender expressly acknowledges that neither any Agent nor any of their respective officers, directors, employees, agents, advisors, 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 such Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any 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 Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any 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 Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by an Agent hereunder, no Agent shall have any duty or responsibility to provide any Lender 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 an Agent or any of its officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates.. |US-DOCS\138541167.4141447058.7||

Non-Reliance on the Agents and Other Lenders. Each Lender expressly acknowledges that neither any Agent nor any of their respective its officers, directors, employees, agents, advisors, 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 such any Agent to any Lender. Each Lender represents to the each Agent that it has, independently and without reliance upon any Agent or any other Lender, 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 and their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any the Administrative 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 Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by an Agent hereunder, no neither Agent shall have any duty or responsibility to provide any Lender 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 an such Agent or any of its officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates.