Common use of Access to Information; Sophistication; Lack of Reliance Clause in Contracts

Access to Information; Sophistication; Lack of Reliance. Each Member represents and warrants that (i) such Member is familiar with the business and financial condition, properties, operations and prospects of the Company and that such Member has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the purchase of the Interests and to obtain any additional information that such Member deems necessary, (ii) such Member’s knowledge and experience in financial and business matters is such that such Member is capable of evaluating the merits and risk of the investment in the Interests and (iii) such Member has carefully reviewed the terms and provisions of this Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, each Member represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company or as to the desirability or value of an investment in the Company has been made to such Member by or on behalf of the Company, (ii) such Member has relied upon such Member’s own independent appraisal and investigation, and the advice of such Member’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company, (iii) such Member will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Company and (iv) such Member acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, liabilities, results of operations and projected operations of the Company and the nature and condition of its assets and businesses and, in making the determination to proceed with the investment in the Company, has relied solely on the results of its own independent investigation. For purposes of this Section 5.1(d), the Company includes each of the businesses and assets to be acquired by the Company or any of its Subsidiaries pursuant to the FDIC Purchase Agreement.

Access to Information; Sophistication; Lack of Reliance. Each Member represents and warrants that (i) such Member is familiar with the business and financial condition, properties, operations and prospects of the Company and that such Member has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the purchase of the Interests and to obtain any additional information that such Member deems necessary, (ii) such Member’s knowledge and experience in financial and business matters is such that such Member is capable of evaluating the merits and risk of the investment in the Interests and (iii) such Member has carefully reviewed the terms and provisions of this Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, each Member represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company or as to the desirability or value of an investment in the Company has been made to such Member by or on behalf of the Company, (ii) such Member has relied upon such Member’s own independent appraisal and investigation, and the advice of such Member’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company, Company and (iii) such Member will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Company and (iv) such Member acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, liabilities, results of operations and projected operations of the Company and the nature and condition of its assets and businesses and, in making the determination to proceed with the investment in the Company, has relied solely on the results of its own independent investigation. For purposes of this Section 5.1(d), the Company includes each of the businesses and assets to be acquired by the Company or any of its Subsidiaries pursuant to the FDIC Purchase Merger Agreement or the IAAI Contribution; provided, however, that this provision shall have no effect on the representations and warranties contained in the Contribution Agreement.. Table of Contents

Access to Information; Sophistication; Lack of Reliance. Each Member The Purchaser represents and warrants that (i) such Member is familiar with the business and financial condition, properties, operations and prospects of the Company and that such Member Purchaser has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the purchase of the Interests Shares and to obtain any additional information that such Member the Purchaser deems necessary, (ii) such Memberthe Purchaser’s knowledge and experience in financial and business matters is such that such Member the Purchaser is capable of evaluating the merits and risk of the investment in the Interests Shares and (iii) such Member the Purchaser has carefully reviewed the terms and provisions of this the Stockholders Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, each Member Purchaser represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company or as to the desirability or value of an investment in the Company has been made to such Member Purchaser by or on behalf of the Company, except for those representations and warranties contained in Section 4 and the Stockholders Agreement, (ii) such Member Purchaser has relied upon such MemberPurchaser’s own independent appraisal and investigation, and the advice of such MemberPurchaser’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company, Company and (iii) such Member Purchaser will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Company and (iv) such Member acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, liabilities, results of operations and projected operations of the Company and the nature and condition of its assets and businesses and, in making the determination to proceed with the investment in the Company, has relied solely on the results of its own independent investigation. For purposes of this Section 5.1(d3(d), the Company includes each of the businesses and assets to be acquired by the Company or any of its Subsidiaries pursuant to on the FDIC Purchase AgreementClosing Date.

Access to Information; Sophistication; Lack of Reliance. Each Member represents and warrants that (ia) such Member Such Stockholder is familiar with the business and financial condition, properties, operations and prospects of the Company and that its Subsidiaries and such Member Stockholder has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and its Subsidiaries and the terms and conditions of the purchase of the Interests Equity Securities and to obtain any additional information that such Member Stockholder deems necessarynecessary to evaluate whether or not to make an investment in the Company, (iib) such MemberStockholder’s knowledge and experience in financial and business matters is are such that such Member Stockholder is capable of evaluating the merits and risk of the investment in the Interests Equity Securities and (iiic) such Member Stockholder has carefully reviewed the terms and provisions of this Agreement and has evaluated the restrictions and obligations contained thereinherein. In furtherance of the foregoing, each Member Stockholder represents and warrants that that, except as may be made to such Stockholder under the Merger Agreement, the Framework Agreement, any other Transaction Agreement or the Wholesale Agreement (ix) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company and its Subsidiaries, or as to the desirability or value of an investment in the Company Company, has been made to such Member Stockholder by or on behalf of the Company, (iiy) such Member Stockholder has relied upon such MemberStockholder’s own independent appraisal and investigation, and the advice of such MemberStockholder’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company, Company and its Subsidiaries and (iiiz) such Member Stockholder will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Company and (iv) such Member acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, liabilities, results of operations and projected operations of the Company and the nature and condition of its assets and businesses and, in making the determination to proceed with the investment in the Company, has relied solely on the results of its own independent investigation. For purposes of this Section 5.1(d), the Company includes each of the businesses and assets to be acquired by the Company or any of its Subsidiaries pursuant to the FDIC Purchase AgreementSubsidiaries.