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

Non-Reliance on Agent and Other Banks. (a) Each Bank confirms to each Agent, each other Bank and each of their respective Related Parties that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on any Agent, any other Bank or any of their respective Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making Loans and other extensions of credit hereunder and (z) in taking or not taking actions hereunder and thereunder, (ii) is financially able to bear such risks and (iii) has determined that entering into this Agreement and making Loans and other extensions of credit hereunder is suitable and appropriate for it. (b) Each Bank acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement, (ii) that it has, independently and without reliance upon any Agent, any other Bank or any of their respective Related Parties, made its own appraisal and investigation of all risks associated with, and its own credit analysis and decision to enter into, this Agreement based on such documents and information, as it has deemed appropriate and (iii) it will, independently and without reliance upon any Agent, any other Bank or any of their respective Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection with, and its own credit analysis and decision to take or not take action under, this Agreement based on such documents and information as it shall from time to time deem appropriate, which may include, in each case: (i) the financial condition, status and capitalization of the Borrower; (ii) the legality, validity, effectiveness, adequacy or enforceability of this Agreement and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreement; (iii) determining compliance or non-compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; (iv) the adequacy, accuracy and/or completeness of any information delivered by any Agent, any other Bank or by any of their respective Related Parties under or in connection with this Agreement, the transactions contemplated hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreement.

Non-Reliance on Agent and Other Banks. (a) Each Bank confirms to each the Agent, each other Bank and each of their respective Related Parties that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on any the Agent, any other Bank or any of their respective Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making Committed Loans and other extensions of credit hereunder and (z) in taking or not taking actions hereunder and thereunder, (ii) is financially able to bear such risks and (iii) has determined that entering into this Agreement and making Committed Loans and other extensions of credit hereunder is suitable and appropriate for it. (b) Each Bank acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement, (ii) that it has, independently and without reliance upon any the Agent, any other Bank or any of their respective Related Parties, made its own appraisal and investigation of all risks associated with, and its own credit analysis and decision to enter into, this Agreement based on such documents and information, as it has deemed appropriate and (iii) it will, independently and without reliance upon any the Agent, any other Bank or any of their respective Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection with, and its own credit analysis and decision to take or not take action under, this Agreement based on such documents and information as it shall from time to time deem appropriate, which may include, in each case: (i) the financial condition, status and capitalization of the BorrowerCompany; (ii) the legality, validity, effectiveness, adequacy or enforceability of this Agreement and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreement; (iii) determining compliance or non-compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit Committed Loan and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; (iv) the adequacy, accuracy and/or completeness of the Information Memorandum and any other information delivered by any the Agent, any other Bank or by any of their respective Related Parties under or in connection with this Agreement, the transactions contemplated hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreement.

Non-Reliance on Agent and Other Banks. (a) Each Bank confirms to each Agent, each other Bank and each of their respective Related Parties Issuing Bank represents and warrants that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on any Agent, any other Bank or any this Agreement sets forth the terms of their respective Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making Loans and other extensions of credit hereunder and (z) in taking or not taking actions hereunder and thereundera commercial lending facility, (ii) it is financially able engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to bear such risks Bank 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 Bank and each Issuing Bank agrees not to assert a claim in contravention of the foregoing), (iii) has determined that entering into this Agreement and making Loans and other extensions of credit hereunder is suitable and appropriate for it. (b) Each Bank acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement, (ii) that it has, independently and without reliance upon any the Servicing Agent, any Administrative Agent or any other Bank or Issuing Bank, or any of their respective the Related PartiesParties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own appraisal and investigation of all risks associated with, and its own credit analysis and decision to enter into, into this Agreement based on such documents as a Bank, and informationto 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 it has deemed appropriate may be applicable to such Bank or such Issuing Bank, and (iii) 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 Bank and each Issuing Bank also acknowledges that it will, independently and without reliance upon any the Servicing Agent, any Administrative Agent or any other Bank or Issuing Bank, or any of their respective the Related Parties, continue to be solely responsible for making its own appraisal and investigation Parties of all risks arising under or in connection withany of the foregoing, and its own credit analysis and decision to take or not take action under, this Agreement 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 or any related agreement or any document furnished hereunder. (b) Each Bank, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and Assumption or any other document pursuant to which may includeit shall become a Bank hereunder, in shall be deemed to have acknowledged receipt of, and consented to and approved, this Agreement and each case:other document required to be delivered to, or be approved by or satisfactory to, the Servicing Agent, the Administrative Agents or the Banks on the Effective Date. (i) Each Bank and each Issuing Bank (each, a “Recipient”) hereby agrees that (x) if the financial conditionServicing Agent notifies such Recipient that the Servicing Agent has determined in its sole discretion that any funds received by such Recipient from the Servicing Agent or any of its Affiliates (whether as a payment, status prepayment or repayment of principal, interest, fees or otherwise; individually and capitalization collectively, a “Payment”) were erroneously transmitted to such Recipient (whether or not known to such Recipient), and demands the return of such Payment (or a portion thereof), such Recipient shall promptly, but in no event later than one Business Day thereafter, return to the Servicing 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 Recipient to the date such amount is repaid to the Servicing Agent at the greater of the Borrower;NYFRB Rate and a rate determined by the Servicing 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 Recipient shall not assert, and hereby waives, as to the Servicing Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Servicing 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 the Servicing Agent to any Recipient under this Section 7.07(c) shall be conclusive, absent manifest error. (ii) Each Recipient hereby further agrees that if it receives a Payment from the legalityServicing Agent or any of its Affiliates (x) that is in a different amount than, validityor on a different date from, effectivenessthat specified in a notice of payment sent by the Servicing Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, adequacy it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Recipient agrees that, in each such case, or enforceability if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Recipient shall promptly notify the Servicing Agent of this Agreement such occurrence and, upon demand from the Servicing Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Servicing 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 any other agreement, arrangement including the date such Payment (or document entered into, made or executed portion thereof) was received by such Recipient to the date such amount is repaid to the Servicing Agent at the greater of the NYFRB Rate and a rate determined by the Servicing Agent in anticipation of, under or accordance with banking industry rules on interbank compensation from time to time in connection with this Agreement;effect. (iii) determining compliance The Borrower hereby agrees that (x) in the event an erroneous Payment (or non-compliance portion thereof) are not recovered from any Recipient that has received such Payment (or portion thereof) for any reason, the Servicing Agent shall be subrogated to all the rights of such Recipient with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any condition hereunder to obligations owed by the making of a Loan, or the issuance of a Letter of Credit and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition;Borrower hereunder. (iv) Each party’s obligations under this Section 7.07(c) shall survive the adequacyresignation or replacement of the Servicing Agent or any transfer of rights or obligations by, accuracy and/or completeness of any information delivered by any Agentor the replacement of, any other Bank or by any of their respective Related Parties under or in connection with this Agreementa Recipient, the transactions contemplated hereby and thereby termination of the Commitments or any other agreementthe repayment, arrangement satisfaction or document entered into, made or executed in anticipation of, under or in connection with this Agreementdischarge of all obligations owed by the Borrower hereunder.

Non-Reliance on Agent and Other Banks. (a) Each Bank confirms expressly acknowledges that neither Agent nor any officer, director, employee, agent, attorney-in-fact or affiliate thereof has made any representations or warranties to each Agentit and that no act taken by Agent hereafter, each other Bank and each including any review of their respective Related Parties that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on any Agent, any other Bank the affairs of Borrower or any of their respective Related PartiesGuarantor, of evaluating the merits and risks (including taxObligors, legal, regulatory, credit, accounting and or other financial matters) of (x) entering into this obligor shall be deemed to constitute any representation L’Auberge de Sonoma - 83 - Building Loan Agreement, (y) making Loans and other extensions of credit hereunder and (z) in taking /Disbursement Schedule or not taking actions hereunder and thereunder, (ii) is financially able warranty by Agent to bear such risks and (iii) has determined that entering into this Agreement and making Loans and other extensions of credit hereunder is suitable and appropriate for it. (b) any Bank. Each Bank acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement, (ii) represents to Agent that it has, independently and without reliance upon any Agent, Agent or any other Bank or any of their respective Related PartiesBank, 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 all risks associated withBorrower, Guarantors and Obligors, and made its own credit analysis and decision to make its Commitment Percentage of the Loan and enter into, into this Agreement based on such documents and information, as it has deemed appropriate and (iii) Agreement. Each Bank also represents that it will, independently and without reliance upon any Agent, Agent or any other Bank or any of their respective Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection withBank, and its own credit analysis and decision to take or not take action under, this Agreement based on such documents and information as it shall from time deem appropriate at the time, continue to time deem appropriatemake its own credit analysis, which may includeappraisals 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 Borrower, Guarantors, Obligors and other obligors. Each Bank assumes all risk of loss in each case: connection with its interest in the Loan. Without limiting the generality of the foregoing, Agent shall not in any way be responsible for: (i) the financial condition, status and capitalization accuracy of the Borrower; any information given or to be given to Banks by or on behalf of Borrower or any Obligor; (ii) the legality, validity, effectiveness, adequacy enforceability or enforceability legal effect of this Agreement and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreement; of the Loan Documents; (iii) determining compliance any title insurance policies furnished to Agent by Borrower or non-compliance with any condition hereunder to the making of a Loan, other party or the issuance validity or effectiveness of a Letter of Credit and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; examination thereof; (iv) the adequacy, accuracy and/or completeness solvency or creditworthiness of Borrower or any Guarantor or the collectability of the Loan; (v) the value of any information delivered by collateral given to secure the Loan; (vi) any Agentrecitals, representations, or warranties contained in, or for the execution, validity, genuineness, effectiveness, or enforceability of any Loan Document or any other Bank instrument or by any of their respective Related Parties under document delivered hereunder or in connection with this Agreementherewith; or (vii) the validity, the transactions contemplated hereby and thereby genuineness, perfection, effectiveness, enforceability, existence, value, or enforcement of any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreementcollateral.