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

Non-Reliance on Agents and Other Banks. Each Bank expressly acknowledges that none of any Agent nor any Arranger has made any representation or warranty to it, and that no act by any Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Company of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent or any Arranger to any Bank as to any matter, including whether any Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Bank represents to each Agent and each Arranger that it has, independently and without reliance upon any Agent or any Bank or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and its Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also acknowledges that it will, independently and without reliance upon any Agent, any Arranger or any Bank or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and its Subsidiaries. Each Bank 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 Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Bank agrees not to assert a claim in contravention of the foregoing. Each Bank represents and warrants that 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 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.

Non-Reliance on Agents and Other Banks. Each Bank expressly acknowledges that none of any Agent nor any Arranger has made any representation or warranty to it, and that no act by any Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Company of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent or any Arranger to any Bank as to any matter, including whether any Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Bank represents to each Agent and each Arranger agrees that it has, independently and without reliance upon any on the Administrative Agent or any Bank other Agent or any of their Related Parties other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower and its Subsidiaries, the Subsidiaries and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also acknowledges that it will, independently and without reliance upon any Agent, any Arranger the Administrative Agent or any Bank other Agent or any of their Related Parties other Bank, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and its Subsidiaries. Each Bank represents and warrants that (i) the Loan Documents set forth the terms of that, in participating as a commercial lending facility and (ii) Bank, it is engaged in making, acquiring or holding commercial loans and in the ordinary course and is entering into this Agreement as a Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Bank, in each case in the ordinary course of business and not for the purpose of purchasing, acquiring investing in the general performance or holding any other type operations of financial instrumentthe Borrower, and each Bank agrees not to assert a claim in contravention of the foregoing, such as a claim under the federal or state securities laws. Each Bank represents Neither the Administrative Agent nor any other Agent shall be required to keep itself informed as to the performance or observance by the Borrower of this Agreement or any other document referred to or provided for herein or to inspect the properties or books of the Borrower or any Subsidiary. Except for notices, reports and warrants that it is sophisticated with respect other documents and information expressly required to decisions be furnished to makethe Banks by the Administrative Agent hereunder, acquire and/or hold commercial loans and neither the Administrative Agent nor any other Agent shall have any duty or responsibility to provide any Bank with any credit or other facilities set forth hereininformation concerning the affairs, as financial condition or business of the Borrower or any Subsidiary (or any of their Affiliates) which may be applicable to such Bank, and either it, come into the possession of the Administrative Agent or the Person exercising discretion in making any other Agent or any of 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 facilitiesaffiliates.