Common use of Non-Reliance on Collateral Agent Clause in Contracts

Non-Reliance on Collateral Agent. Each of the Secured Parties expressly acknowledges that neither the Collateral Agent nor any of its officers, directors, employees, agents, advisors, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by the Collateral 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 the Collateral Agent to such Secured Party. Each of the Secured Parties represents to the Collateral Agent that it has, independently and without reliance upon the Collateral Agent, 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 or extend credit to or enter into Permitted Interest Rate Xxxxxx with the Loan Parties. Each Secured Party also represents that it will, independently and without reliance upon the Collateral Agent, 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 Secured Parties by the Collateral Agent hereunder, the Collateral Agent shall not have any duty or responsibility to provide any 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 that may come into the possession of the Collateral Agent or any of its officers, directors, employees, agents, advisors, attorneys in fact or Affiliates.

Non-Reliance on Collateral Agent. Each of the Secured Parties expressly The Obligee ex- pressly acknowledges that neither the Collateral Agent nor any of its officers, directors, employees, agents, advisors, attorneys in attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by the Collateral Agent hereafter hereinafter taken, including includ- ing any review of the affairs of a Loan Party the Company or any Affiliate of a Loan Partyits Sub- sidiaries, shall be deemed to constitute any representation or warranty by the Collateral Agent to such Secured Partythe Obligee. Each of the Secured Parties The Obligee represents to the Collateral Agent that it has, independently and without reliance upon the Collateral Agent, 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 Company and their Affiliates its Subsidiaries and made its own decision to make its Loans or extend credit to or enter into Permitted Interest Rate Xxxxxx with the Loan Partiesthis Agreement. Each Secured Party The Obligee also represents that it will, independently and without reliance upon the Collateral Agent, 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 Transaction 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 Company and their Affiliatesits Subsidiaries. Except for the notices, reports and other documents expressly required to be furnished to the Secured Parties by the Collateral Agent to the Obligee hereunder, the if any, Collateral Agent shall not have any duty or responsibility to provide any Secured Party the Obligee with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Company or any Affiliate of a Loan Party that its Subsidiaries which may come into the possession of the Collateral Agent or any of its officers, directors, employees, agents, advisors, attorneys in attorneys-in- fact or Affiliates.

Non-Reliance on Collateral Agent. Each of the Secured Parties Noteholders expressly acknowledges that neither the Collateral Agent nor any of its officers, directors, his employees, agents, advisors, attorneys in attorneys-in-fact or Affiliates affiliates have made any representations or warranties to it and that no act by the Collateral Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party the Company or any Affiliate of a Loan Partyits affiliates, shall be deemed to constitute any representation or warranty by the Collateral Agent to any such Secured Partyperson. Each of the Secured Parties Noteholders represents to the Collateral Agent that it has, independently and without reliance upon the Collateral Agent, Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and an investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Company and their Affiliates its affiliates, and made its own decision to make its Loans or extend credit to or the Company and to enter into Permitted Interest Rate Xxxxxx with the Loan PartiesTransaction Documents to which it is a party. Each Secured Party of the Noteholders also represents that it will, independently and without reliance upon the Collateral Agent, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysisanalyses, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsAgreement, and to make such investigation as it its deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Company and their Affiliatesits affiliates. Except for notices, reports and other documents expressly required to be furnished to the Secured Parties Noteholders by the Collateral Agent hereunder, the Collateral Agent shall not have any duty or responsibility to provide any Secured Party Noteholder with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Company or any Affiliate of a Loan Party its affiliates that may come into the possession of the Collateral Agent or any of its officers, directors, his employees, agents, advisors, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Collateral Agent. Each of the Secured Parties expressly acknowledges that neither Neither the Collateral Agent nor any of its officers, directors, employees, agents, advisors, attorneys in attorneys-in-fact or Affiliates have affiliates has made any representations or warranties to it the Secured Parties, and that no act by the Collateral Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Borrower, shall be deemed to constitute any representation or warranty by the Collateral Agent to such any Secured Party. Each of the Secured Parties Party represents (or will be deemed to have represented at such time as such party becomes a Secured Party hereunder) to the Collateral Agent that it has, independently and without reliance upon the Collateral Agent, 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 Borrower and made its own decision to make its Loans or extend credit to or enter into Permitted Interest Rate Xxxxxx with the Loan PartiesBorrower. Each Secured Party also represents that it will, independently and without reliance upon the Collateral Agent, 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 DocumentsSecurity Agreement, 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 AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Secured Parties by the Collateral Agent hereunder, the Collateral Agent shall not have any no duty or responsibility to provide any Secured Party 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 or any Affiliate of a Loan Party that the Borrower which may come into the possession of the Collateral Agent or any of its officers, directors, employees, agentsagencies, advisors, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Collateral Agent. Each of the Secured Parties Party that is a party hereto hereby expressly acknowledges that neither the Collateral Agent nor any of its officers, directors, employees, agents, advisors, attorneys in attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by the Collateral Agent (other than any explicit representation or warranty made by the Collateral Agent) hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, taken shall be deemed to constitute any representation or warranty by the Collateral Agent to such Secured Party. Each of the Secured Parties represents to the Collateral Agent that it has, independently and without reliance upon the Collateral Agent, 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 or extend credit to or enter into Permitted Interest Rate Xxxxxx with the Loan Parties. Each any Secured Party also represents that it will, independently and without reliance upon or the Collateral Agent, 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 AffiliatesBorrower. Except for any notices, reports and other documents expressly required to be maintained by the Collateral Agent or furnished to the other Secured Parties by the Collateral Agent hereunderhereunder or under the Intercreditor Agreement or other Security Documents to which it is a party, the Collateral Agent shall not have any duty or responsibility to provide any other Secured Party with any credit or other information concerning the business, operations, property, condition (financial or otherwiseother), prospects or creditworthiness of any Loan Party the Borrower or the Sponsors. U.S. Bank National Association is entering into this Agreement, the Intercreditor Agreement and the other Security Documents solely in its capacity as Collateral Agent and as Securities Intermediary (and to the extent applicable, as Trustee and Intercreditor Agent) and not in its individual capacity, and in no case shall U.S. Bank National Association (or any Affiliate Person acting as successor Collateral Agent under this Agreement) be personally liable for or on account of a Loan Party that may come into any of the possession statements, representations, warranties, covenants or obligations of the Borrower or the Sponsors (as applicable) hereunder or thereunder, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under such party. This Section 2.08 shall survive the payment of all Secured Obligations. Except as provided in Section 2.12(e) hereof, the Collateral Agent shall have no obligation and shall incur no obligation for its failure to monitor or any verify the filing of its officers, directors, employees, agents, advisors, attorneys in fact financing statements (or Affiliatesamendments or continuations thereto) and the information contained therein.

Non-Reliance on Collateral Agent. Funding Agents and Other ---------------------------------------------------------- Purchasers. Each of the Secured Parties Purchaser expressly acknowledges that neither none of the Collateral Agent ---------- Agent, the Funding Agents nor any of its their respective officers, directors, employees, agents, advisors, attorneys in attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by the Collateral Agent, or any Funding Agent hereafter taken, including any review of the affairs of a Loan Party the Seller, Servicer or any Affiliate of a Loan PartyOriginator, shall be deemed to constitute any representation or warranty by the Collateral Agent to or such Secured PartyFunding Agent, as applicable. Each of the Secured Parties Purchaser represents and warrants to the Collateral Agent that it hasand the Funding Agents that, independently and without reliance upon the Collateral Agent, Funding Agents or any other Purchaser and based on such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of and investigation into the business, operations, property, prospects, financial and other condition conditions and creditworthiness of the Loan Parties Seller, Servicer or the Originators, and their Affiliates the Receivables and made its own decision to make its Loans or extend credit to or enter into Permitted Interest Rate Xxxxxx with the Loan Parties. Each Secured Party also represents that it will, independently and without reliance upon the Collateral Agent, 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 Documentsto take, and to make such investigation as it deems necessary to inform itself as to the businessor omit, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesaction under any Transaction Document. Except for notices, reports and other documents expressly items specifically required to be furnished to the Secured Parties by the Collateral Agent delivered hereunder, the Collateral Agent shall not have any duty or responsibility to provide any Secured Party Funding Agent with any credit or other information concerning the businessSeller, operations, property, condition (financial Servicer or otherwise), prospects or creditworthiness of any Loan Party the Originators or any Affiliate of a Loan Party their Affiliates that may come comes into the possession of the Collateral Agent or any of its officers, directors, employees, agents, advisors, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Collateral Agent. Each of the Secured Parties expressly acknowledges that neither Neither the Collateral Agent nor any of its officers, directors, employees, agents, advisors, attorneys in attorneys-in-fact or Affiliates have affiliates has made any representations or warranties to it the Secured Parties, and that no act by the Collateral Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Borrower, shall be deemed to constitute any representation or warranty by the Collateral Agent to such any Secured Party. Each of the Secured Parties Party represents (or will be deemed to have represented at such time as such party becomes a Secured Party hereunder) to the Collateral Agent that it has, independently and without reliance upon the Collateral Agent, 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 Borrower and made its own decision to make its Loans or extend credit to or enter into Permitted Interest Rate Xxxxxx with the Loan PartiesBorrower. Each Secured Party also represents that it will, independently and without reliance upon the Collateral Agent, 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 DocumentsSecurity Agreement, 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 AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Secured Parties by the Collateral Agent hereunder, the Collateral Agent shall not have any no duty or responsibility to provide any Secured Party 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 or any Affiliate of a Loan Party that the Borrower which may come into the possession of the Collateral Agent or any of its officers, directors, employees, agentsagencies, advisors, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Collateral Agent. Each of the Secured Parties The Bank expressly acknowledges that neither none of the Collateral Agent nor any of its officers, directors, employees, agents, advisorsrepresentatives, attorneys in attorneys-in-fact or Affiliates have affiliates has made any representations or warranties to it and that no act by the Collateral Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party the Borrower or any Affiliate of a Loan PartySubsidiary (including SNIC and its Subsidiaries), shall be deemed to constitute any representation or warranty by the Collateral Agent to such Secured Partythe Bank. Each of the Secured Parties The Bank represents to the Collateral Agent that it has, independently and without reliance upon the Collateral Agent, 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 conditions, prospects and creditworthiness of the Loan Parties Borrower and their Affiliates its Subsidiaries (including SNIC and its Subsidiaries) and made its own decision to make its Loans or extend credit to or hereunder and enter into Permitted Interest Rate Xxxxxx with the Loan Partiesthis Agreement. Each Secured Party The Bank also represents that it will, independently and without reliance upon the Collateral Agent, 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 DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects 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 Secured Parties by the Collateral Agent hereunder, the The Collateral Agent shall not have any duty or responsibility to provide any Secured Party the Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)and other conditions, prospects or creditworthiness of any Loan Party the Borrower or any Affiliate of a Loan Party that Subsidiary (including SNIC and its Subsidiaries) which may come into the possession of the Collateral Agent or any of its officers, directors, employees, agents, advisorsrepresentatives, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Collateral Agent. Each of the Secured Parties Party that is a party hereto hereby expressly acknowledges that neither the Collateral Agent nor any of its officers, directors, employees, agents, advisors, attorneys in attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by the Collateral Agent (other than any explicit representation or warranty made by the Collateral Agent) hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, taken shall be deemed to constitute any representation or warranty by the Collateral Agent to such Secured Party. Each of the Secured Parties represents to the Collateral Agent that it has, independently and without reliance upon the Collateral Agent, 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 or extend credit to or enter into Permitted Interest Rate Xxxxxx with the Loan Parties. Each any Secured Party also represents that it will, independently and without reliance upon or the Collateral Agent, 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 AffiliatesBorrower. Except for any notices, reports and other documents expressly required to be maintained by the Collateral Agent or furnished to the other Secured Parties by the Collateral Agent hereunderhereunder or under the Intercreditor Agreement or other Security Documents, the Collateral Agent shall not have any duty or responsibility to provide any other Secured Party with any credit or other information concerning the business, operations, property, condition (financial or otherwiseother), prospects or creditworthiness of any Loan Party the Borrower or the Sponsors. U.S. Bank National Association is entering into this Agreement, the Intercreditor Agreement and the other Security Documents solely in its capacity as Collateral Agent and as Securities Intermediary (and to the extent applicable, as Trustee and Intercreditor Agent) and not in its individual capacity, and in no case shall U.S. Bank National Association (or any Affiliate Person acting as successor Collateral Agent under this Agreement) be personally liable for or on account of a Loan Party that may come into any of the possession statements, representations, warranties, covenants or obligations of the Borrower or the Sponsors (as applicable) hereunder or thereunder, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under such party. This Section 2.08 shall survive the payment of all Secured Obligations. Except as provided in Section 2.12(e) hereof, the Collateral Agent shall have no obligation and shall incur no obligation for its failure to monitor or any verify the filing of its officers, directors, employees, agents, advisors, attorneys in fact financing statements (or Affiliates.amendments or continuations thereto) and the information contained therein.‌

Non-Reliance on Collateral Agent. Each The Lender acknowledges that none of the Secured Parties expressly acknowledges that neither the Collateral Agent nor any of its officers, directors, employees, agents, advisors, attorneys in fact or Affiliates have Agent-Related Persons has made any representations representation or warranties warranty to it it, and that no act by the Collateral Agent hereafter hereinafter taken, including any review of the affairs or Property of a Loan Party or any Affiliate of a Loan Partythe Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person to the Collateral Agent to such Secured PartyLender. Each of the Secured Parties The Lender represents to the Collateral Agent that it has, independently and without reliance upon the Collateral any Agent, -Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and any other Person party to a Loan Parties Document, and their Affiliates all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans or enter into this Agreement and to extend credit to or enter into Permitted Interest Rate Xxxxxx with the Loan PartiesBorrower. Each Secured Party The Lender also represents that it will, independently and without reliance upon the Collateral any Agent, -Related Person 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 investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and any other Person party to a Loan Parties and their AffiliatesDocument. Except for notices, reports and other documents expressly herein required to be furnished to the Secured Parties Lender by the Collateral Agent hereunderAgent, the Collateral Agent shall not have any no duty or responsibility to provide any Secured Party the Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition (financial or otherwise), prospects or creditworthiness of Borrower and any Loan Party or any Affiliate of other Person party to a Loan Party Document that may come into the possession of the Collateral Agent or any of its officers, directors, employees, agents, advisors, attorneys in fact or Affiliatesthe Agent-Related Persons.

Non-Reliance on Collateral Agent. Each of the Secured Parties Noteholders expressly acknowledges that neither the Collateral Agent nor any of its officers, directors, employees, agents, advisors, attorneys in attorneys-in-fact or Affiliates affiliates have made any representations or warranties to it and that no act by the Collateral Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party the Company or any Affiliate of a Loan Partyits affiliates, shall be deemed to constitute any representation or warranty by the Collateral Agent to any such Secured Partyperson. Each of the Secured Parties Noteholders represents to the Collateral Agent that it has, independently and without reliance upon the Collateral Agent, Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and an investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Company and their Affiliates its affiliates, and made its own decision to make its Loans or extend credit to or the Company and to enter into Permitted Interest Rate Xxxxxx with the Loan PartiesTransaction Documents to which it is a party. Each Secured Party of the Noteholders also represents that it will, independently and without reliance upon the Collateral Agent, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysisanalyses, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsAgreement, and to make such investigation as it its deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Company and their Affiliatesits affiliates. Except for notices, reports and other documents expressly required to be furnished to the Secured Parties Noteholders by the Collateral Agent hereunder, the Collateral Agent shall not have any duty or responsibility to provide any Secured Party Noteholder with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Company or any Affiliate of a Loan Party its affiliates that may come into the possession of the Collateral Agent or any of its officers, directors, employees, agents, advisors, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Collateral Agent. Each of the Secured Parties Party that is a party hereto hereby expressly acknowledges that neither the Collateral Agent nor any of its officers, directors, employees, agents, advisors, attorneys in attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by the Collateral Agent (other than any explicit written representation or warranty made by the Collateral Agent) hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, taken shall be deemed to constitute any representation or warranty by the Collateral Agent to such Secured Party. Each of Party or the Secured Parties represents to the Collateral Agent that it has, independently and without reliance upon the Collateral Agent, 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 or extend credit to or enter into Permitted Interest Rate Xxxxxx with the Loan Parties. Each Secured Party also represents that it will, independently and without reliance upon the Collateral Agent, 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 AffiliatesBorrower. Except for any notices, reports and other documents expressly required to be maintained by the Collateral Agent or furnished to the other Secured Parties by the Collateral Agent hereunder, the Collateral Agent shall not have any duty or responsibility to provide any other Secured Party with any credit or other information concerning the business, operations, property, condition (financial or otherwiseother), prospects or creditworthiness of the Borrower. Except to the extent it has made or renewed any Loan Party Secured Obligations as permitted under Section 2.09, U.S. Bank National Association is entering into this Agreement and any other Security Documents solely in its capacity as Collateral Agent and as Securities Intermediary and not in its individual capacity and in no case shall U.S. Bank National Association (or any Affiliate Person acting as successor Collateral Agent under this Agreement) be personally liable for or on account of a Loan Party that may come into any of the possession statements, representations, warranties, covenants or obligations of the Borrower (as applicable) hereunder or thereunder, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under such party. This Section 2.08 shall survive the payment of all Secured Obligations. Except as provided in Section 2.12(c) hereof, the Collateral Agent shall have no obligation and shall incur no obligation for its failure to monitor or any verify the filing of its officers, directors, employees, agents, advisors, attorneys in fact financing statements (or Affiliatesamendments or continuations thereto) and the information contained therein.

Non-Reliance on Collateral Agent. Each of the Secured Parties The Lender expressly acknowledges that neither the Collateral Agent nor any of its officers, directors, employees, agents, advisors, attorneys in attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by the Collateral Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party the Company or any Affiliate of a Loan Partyits Subsidiaries, shall be deemed to constitute any representation or warranty by the Collateral Agent to such Secured Partythe Lender. Each of the Secured Parties The Lender represents to the Collateral Agent that it has, independently and without reliance upon the Collateral Agent, 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 Company and their Affiliates its Subsidiaries and made its own decision to make its Loans or extend credit to or enter into Permitted Interest Rate Xxxxxx with the Loan Partiesthis Agreement. Each Secured Party The Lender also represents that it will, independently and without reliance upon the Collateral Agent, 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 Transaction 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 Company and their Affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Secured Parties by the Collateral Agent Lender hereunder, the Collateral Agent shall not have any duty or responsibility to provide any Secured Party the Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Company or any Affiliate of a Loan Party that its Subsidiaries which may come into the possession of the Collateral Agent or any of its officers, directors, employees, agents, advisors, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Collateral Agent. Each of the Secured Parties expressly acknowledges that neither the Collateral Revolver Agent, Term Agent nor any of its officers, directors, employees, agents, advisors, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by the Collateral 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 the Collateral Agent to such Secured PartyOther Lenders. Each of the Secured Parties represents to the Collateral Agent Lender agrees that it has, independently and without reliance upon on the Collateral Agent, the Revolver Agent, the Term Agent or any other Lender, and based on upon 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 credit analysis of the Loan Parties Companies and their Affiliates the Collateral, including the status of the title of such Collateral, and made its own independent decision to make its Loans or extend credit to or enter into Permitted Interest Rate Xxxxxx with this Agreement and the Loan PartiesMaster Debt Agreement to which it is a party or under which it is legally bound. Each Secured Party also represents Lender agrees that it will, will independently and without reliance upon the Collateral Agent, the Revolver Agent, the Term Agent or any other Lender, and based on upon 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 any action under this Agreement and and/or the other Loan Security Documents. Except as expressly set forth herein or in the Security Documents, and the Collateral Agent acting solely as Collateral Agent shall not be required to make such investigation as it deems necessary to inform itself keep itself, the Revolver Agent, the Term Agent or the Lenders informed as to the business, operations, property, financial and other condition and creditworthiness performance of the Loan Parties and their AffiliatesCompanies under this Agreement, any Master Debt Agreement or any other document, instrument or agreement, referred to or provided for herein or therein, or to inspect the properties or books of the Companies. Except as expressly provided for noticesherein, reports and other documents expressly required to be furnished to the Secured Parties by the Collateral Agent hereunder, the in its capacity as Collateral Agent shall not have any duty duty, responsibility or responsibility liability to provide any Secured Party Lender with any credit or other information concerning the businessaffairs, operations, property, financial condition (financial or otherwise), prospects or creditworthiness business of any Loan Party or any Affiliate of a Loan Party that the Companies which may come into the possession of the Collateral Agent, provided, however, that the Collateral Agent shall send to each Lender, promptly upon receipt thereof, duplicates or any copies of its officersall notices, directorsrequests, employees, agents, advisors, attorneys in fact and other instruments received by the Collateral Agent under or Affiliatespursuant to this Agreement.

Non-Reliance on Collateral Agent. Each of the Secured Parties The Obligee expressly acknowledges that neither the Collateral Agent nor any of its officers, directors, employees, agents, advisors, attorneys in attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by the Collateral Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party the Company or any Affiliate of a Loan Partyits Subsidiaries, shall be deemed to constitute any representation or warranty by the Collateral Agent to such Secured Partythe Obligee. Each of the Secured Parties The Obligee represents to the Collateral Agent that it has, independently and without reliance upon the Collateral Agent, 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 Company and their Affiliates its Subsidiaries and made its own decision to make its Loans or extend credit to or enter into Permitted Interest Rate Xxxxxx with the Loan Partiesthis Agreement. Each Secured Party The Obligee also represents that it will, independently and without reliance upon the Collateral Agent, 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 Transaction 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 Company and their Affiliatesits Subsidiaries. Except for the notices, reports and other documents expressly required to be furnished to the Secured Parties by the Collateral Agent to the Obligee hereunder, the if any, Collateral Agent shall not have any duty or responsibility to provide any Secured Party the Obligee with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Company or any Affiliate of a Loan Party that its Subsidiaries which may come into the possession of the Collateral Agent or any of its officers, directors, employees, agents, advisors, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Collateral Agent. Each of the Secured Parties expressly acknowledges that neither Neither the Collateral Agent nor any of its officers, directors, employees, agents, advisors, attorneys in attorneys-in-fact or Affiliates have affiliates has made any representations or warranties to it the Lender, and that no act by the Collateral Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Borrower, shall be deemed to constitute any representation or warranty by the Collateral Agent to the Lender. The Lender represents (or will be deemed to have represented at such Secured Party. Each of the Secured Parties represents time as such party becomes a Lender hereunder) to the Collateral Agent that it has, independently and without reliance upon the Collateral Agent, 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 Borrower and made its own decision to make its Loans or extend credit to or enter into Permitted Interest Rate Xxxxxx with the Loan PartiesBorrower. Each Secured Party also represents that it The Lender will, independently and without reliance upon the Collateral Agent, 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 Security and the other Loan DocumentsCollateral Agent Agreement, 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 AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Secured Parties by the Collateral Agent hereunder, the Collateral Agent shall not have any no duty or responsibility to provide any Secured Party the 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 or any Affiliate of a Loan Party that the Borrower which may come into the possession of the Collateral Agent or any of its officers, directors, employees, agentsagencies, advisors, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Collateral Agent. Each of the Secured Parties expressly acknowledges that neither the Collateral Agent nor any of its officers, directors, employees, agents, advisors, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by the Collateral 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 the Collateral Agent to such Secured Party. Each of the Secured Parties represents to the Collateral Agent Senior Lender agrees that it has, independently and without reliance upon the on Collateral AgentAgent or any other Senior Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis on Borrowers 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 or extend credit to or enter into Permitted Interest Rate Xxxxxx with the Loan Parties. Each Secured Party also represents this Agreement and that it will, independently and without reliance upon the Collateral AgentAgent or any other Senior Lender, 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 Agreement and the other Loan Documents, and Agreement. Collateral Agent shall not be required to make such investigation as it deems necessary to inform itself keep informed as to the businessperformance or observance by Borrowers of their obligations under this Agreement, operationsany Security Document or any other agreement, propertyinstrument, financial and other condition and creditworthiness certificate or document referred to or provided for herein or therein nor shall Collateral Agent have any obligation to inspect the properties or books of the Loan Parties and their AffiliatesBorrowers except as may be specifically requested in instructions received from Majority in Interest. Except for notices, reports and other documents and information expressly required to be furnished to the Secured Parties Senior Lenders by the Collateral Agent hereunder, the Collateral Agent shall not have any duty or responsibility to provide any Secured Party Senior Lender with any credit or other information concerning the businessaffairs, operations, property, financial condition or business of Borrowers (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that may come into the possession of the Collateral Agent or any of its officers, directors, employees, agents, advisors, attorneys in fact related companies) which may come into Collateral Agent's possession. Collateral Agent shall be entitled to assume that no event or Affiliatescircumstance has occurred and is continuing that would provide the basis for any Senior Lender to give a Notice of Default or Realization Instruction unless Collateral Agent has actually received a Notice of Default or Realization Instruction.