Acknowledgments of Lenders and Issuing Banks. (a) Each Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, in each case in the ordinary course of business and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent, any Arranger, any Co-Syndication Agent, any Co-Documentation Agent or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger, any Co-Syndication Agent, any Co-Documentation Agent or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
Acknowledgments of Lenders and Issuing Banks. (a) Each Lender represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and that it has, independently and without reliance upon the Administrative Agent, any Joint Lead Arranger or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Joint Lead Arranger or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
Acknowledgments of Lenders and Issuing Banks. (a) Each Lender and each Issuing Bank acknowledges that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and that it has, independently and without reliance upon the Administrative Agent, any Arranger or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger, or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
Acknowledgments of Lenders and Issuing Banks. Each Lender and each Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent, any arranger of this credit facility or any other Lender or Issuing Bank and their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender or Issuing Bank, and to make, acquire or hold Loans hereunder. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, any arranger of this credit facility or any amendment thereto or any other Lender or Issuing Bank and their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder.
Acknowledgments of Lenders and Issuing Banks. (%3) Each Lender represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and that it has, independently and without reliance upon the Administrative Agent, any arranger, any syndication agent, any documentation agent or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any arranger, any syndication agent, any documentation agent or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
Acknowledgments of Lenders and Issuing Banks. (i) Each Lender and LC Issuing Bank hereby agrees that (x) if Administrative Agent notifies such Lender or LC Issuing Bank that Administrative Agent has determined in its sole discretion that any funds received by such Lender or LC Issuing Bank from Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or such LC Issuing Bank (whether or not known to such Lender or LC Issuing Bank), and demands the return of such Payment (or a portion thereof), such Lender or LC Issuing Bank, as applicable, shall promptly, but in no event later than one Banking Day thereafter, return to Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or LC Issuing Bank to the date such amount is repaid to Administrative Agent at the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or LC Issuing Bank shall not assert, and hereby waives, as to Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of Administrative Agent to any Lender under this Section 17.4 shall be conclusive, absent manifest error.
Acknowledgments of Lenders and Issuing Banks. (a) Each Lender and Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other
Acknowledgments of Lenders and Issuing Banks. (a) Each Lender and each Issuing Bank represents and warrants that (i) the Credit Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, in each case in the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based
Acknowledgments of Lenders and Issuing Banks. (a)EachLenderandeachIssuingBankrepresentsandwarrantsthat(i)theLoanDocumentssetforththetermsofacommerciallendingfacility,(ii)itisengagedinmaking,acquiringorholdingcommercialloansandinprovidingotherfacilitiessetforthhereinasmaybeapplicabletosuchLenderorIssuingBank,ineachcaseintheordinarycourseofbusinessandnotforthepurposeofpurchasing,acquiringorholdinganyothertypeoffinancial instrument (and each Lender and each Issuing Bank agrees not to assert a claim in contraventionoftheforegoing),(iii)ithas,independentlyandwithoutrelianceupontheAdministrativeAgent,anyLeadArranger,anyCo-SyndicationAgent,anyCo-DocumentationAgentoranyotherLenderorIssuingBank,oranyoftheRelatedPartiesofanyoftheforegoing,andbasedonsuchdocumentsandinformationasithasdeemedappropriate,madeitsowncreditanalysisanddecisiontoenterintothisAgreementasaLender,andtomake,acquireorholdLoanshereunderand(iv)itissophisticatedwithrespecttodecisionstomake,acquireand/orholdcommercialloansandtoprovideotherfacilitiessetforthherein,asmaybeapplicabletosuchLenderorsuchIssuingBank,andeitherit,orthePerson113 exercisingdiscretioninmakingitsdecisiontomake,acquireand/orholdsuchcommercialloansortoprovidesuchotherfacilities,isexperiencedinmaking,acquiringorholdingsuchcommercialloansorprovidingsuchotherfacilities.EachLenderandeachIssuingBankalsoacknowledgesthatitwill,independentlyandwithoutrelianceupontheAdministrativeAgent,anyLeadArrangeranyCo-SyndicationAgent,anyCo-DocumentationAgentoranyotherLenderorIssuingBank,oranyoftheRelatedPartiesofanyoftheforegoing,andbasedonsuchdocumentsandinformation(whichmaycontainmaterial,non-publicinformationwithinthemeaningoftheUnitedStatessecuritieslawsconcerningtheCompanyanditsAffiliates)asitshallfromtimetotimedeemappropriate,continuetomakeitsowndecisionsintakingornottakingactionunderorbaseduponthisAgreement,anyotherLoan Document or any related agreement or any document furnished hereunder or thereunder.(b) EachLender,bydeliveringitssignaturepagetothisAgreementontheRestatementEffectiveDate,ordeliveringitssignaturepagetoanAssignmentandAssumptionoranyotherLoanDocumentpursuanttowhichitshallbecomeaLenderhereunder,shallbedeemedtohaveacknowledgedreceiptof,andconsentedtoandapproved,eachLoanDocumentandeachotherdocumentrequiredtobedeliveredto,orbeapprovedbyorsatisfactoryto,theAdministrativeAgentortheLendersontheRestatement Effective Date.(c) (i)EachLenderherebyagreesthat(x)iftheAdministrativeAgentnotifiessuchLenderthattheAdministrativeAgenthasdeterminedinitssolediscretionthatanyfundsreceivedbysuch Le...
