Common use of Nonreliance on Administrative Agent and Other Banks Clause in Contracts

Nonreliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative 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 Administrative Agent to any Bank. Each Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other condition, prospects and creditworthiness of the Borrower and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon the Administrative Agent or any other 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 to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition, prospects and creditworthiness of the Borrower and its Subsidiaries. The Administrative Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, assets, property, financial and other condition, prospects or creditworthiness of the Borrower or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Nonreliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges and agrees that neither (a) the Administrative Agent nor any Loan Documents set forth the terms of its respective officersa commercial lending facility, directors(b) in participating as a Bank, employeesit is engaged in making, agentsacquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable, attorneys-in-fact to such Bank, in each case in the ordinary course of business, and not for the purpose of investing in the general performance or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review operations of the affairs Borrower, or for the purpose of purchasing, acquiring or holding any other type of financial instrument such as a security (and each Bank agrees not to assert a claim in contravention of the Borrower foregoing, such as a claim under the federal or any of its Subsidiariesstate securities laws), shall be deemed to constitute any representation or warranty by the Administrative Agent to any Bank. Each Bank represents to the Administrative Agent that (c) it has, independently and without reliance upon on the Administrative Agent or Agent, any Arranger, any other BankBank or their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other condition, prospects and creditworthiness credit analysis of the Borrower and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents Agreement and that it will, independently and without reliance upon the Administrative Agent or Agent, any Arranger, any other BankBank or their respective 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 analysis and decisions in taking or not taking action under this AgreementAgreement or any of the other Loan Documents and (d) 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 make, acquire and/or hold such investigation as it deems necessary commercial loans or to inform provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Bank, the Administrative Agent may presume that such condition is satisfactory to such Bank unless the Administrative Agent shall have received notice to the contrary from such Bank prior to the making of such Loan. The Administrative Agent shall not be required to keep itself informed as to the business, assets, operations, property, financial and performance or observance by the Borrower of this Agreement or any of the other condition, prospects and creditworthiness Loan Documents or any other document referred to or provided for herein or therein or to inspect the properties or books of the Borrower or any other Person. Except for notices, reports and its Subsidiaries. The other documents and information expressly required to be furnished to the Banks by the Administrative Agent hereunder or under the other Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, assets, propertyaffairs, financial and other condition, prospects condition or creditworthiness business of the Borrower or any other Person (or any of its Subsidiaries their Affiliates) which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates in any capacity.

Nonreliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges and agrees that neither (a) the Administrative Agent nor any Loan Documents set forth the terms of its respective officersa commercial lending facility, directors(b) in participating as a Bank, employeesit is engaged in making, agentsacquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable, attorneys-in-fact to such Bank, in each case in the ordinary course of business, and not for the purpose of investing in the general performance or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review operations of the affairs Borrower, or for the purpose of purchasing, acquiring or holding any other type of financial instrument such as a security (and each Bank agrees not to assert a claim in contravention of the Borrower foregoing, such as a claim under the federal or any of its Subsidiariesstate securities laws), shall be deemed to constitute any representation or warranty by the Administrative Agent to any Bank. Each Bank represents to the Administrative Agent that (c) it has, independently and without reliance upon on the Administrative Agent or Agent, the Arranger, any other BankBank or their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other condition, prospects and creditworthiness credit analysis of the Borrower and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents Agreement and that it will, independently and without reliance upon the Administrative Agent or Agent, the Arranger, any other BankBank or their respective 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 analysis and decisions in taking or not taking action under this AgreementAgreement or any of the other Loan Documents and (d) 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 make, acquire and/or hold such investigation as it deems necessary commercial loans or to inform provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Bank, the Administrative Agent may presume that such condition is satisfactory to such Bank unless the Administrative Agent shall have received notice to the contrary from such Bank prior to the making of such Loan. The Administrative Agent shall not be required to keep itself informed as to the business, assets, operations, property, financial and performance or observance by the Borrower of this Agreement or any of the other condition, prospects and creditworthiness Loan Documents or any other document referred to or provided for herein or therein or to inspect the properties or books of the Borrower or any other Person. Except for notices, reports and its Subsidiaries. The other documents and information expressly required to be furnished to the Banks by the Administrative Agent hereunder or under the other Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, assets, propertyaffairs, financial and other condition, prospects condition or creditworthiness business of the Borrower or any other Person (or any of its Subsidiaries their Affiliates) which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates in any capacity.