Common use of Acknowledgements and Admissions Clause in Contracts

Acknowledgements and Admissions. Borrower hereby represents, warrants, acknowledges and admits that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent or any Lender Party, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Date, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Lender Party as to the Loan Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Date, (iv) no Lender Party has any fiduciary obligation toward Borrower with respect to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between Borrower and the other Restricted Persons, on one hand, and each Lender Party, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Documents between any Restricted Person and any Lender Party, (vii) Administrative Agent is not Borrower’s Administrative Agent, but Administrative Agent for Lender Parties provided that, solely for purposes of Section 10.5(c) Administrative Agent shall act as agent of Borrower in maintaining the Register as set forth therein, (viii) should an Event of Default or Default occur or exist, each Lender Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ix) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Lender Party, or any representative thereof, and no such representation or covenant has been made, that any Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (x) all Lender Parties have relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereunder.

Acknowledgements and Admissions. Borrower hereby represents, warrants, acknowledges and admits that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent or any Lender PartyLender, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Lender Bank Party as to the Loan Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iv) no Lender Bank Party has any fiduciary obligation toward Borrower with respect to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between Borrower and the other Restricted Persons, on one hand, and each Lender Bank Party, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Documents between any Restricted Person and any Lender Bank Party, (vii) Administrative Agent is not Borrower’s Administrative 's Agent, but Administrative Agent for Lender Parties provided that, solely for purposes of Section 10.5(c) Administrative Agent shall act as agent of Borrower in maintaining the Register as set forth thereinLenders, (viii) should an Event of Default or Default occur or exist, each Lender Bank Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ix) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Lender Bank Party, or any representative thereof, and no such representation or covenant has been made, that any Lender Bank Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (x) all Lender Bank Parties have relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereunder.

Acknowledgements and Admissions. Borrower Company hereby represents, warrants, acknowledges and admits that that: (i) it Company has been advised by counsel in the negotiation, execution and delivery of the Loan Note Documents to which it is a party, , (ii) it Company has made an independent decision to enter into this Agreement and the other Loan Note Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent or any Lender PartyHolder, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Note Document delivered on or after the Closing Date, date hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Lender Party Holder as to the Loan Note Documents except as expressly set out in this Agreement or in another Loan Note Document delivered on or after the Closing Date, date hereof, (iv) no Lender Party Holder has any fiduciary obligation toward Borrower Company with respect to any Loan Note Document or the transactions contemplated thereby, , (v) the relationship pursuant to the Loan Note Documents between Borrower Company and the other Restricted Persons, on one hand, and each Lender PartyHolder, on the other hand, is and shall be solely that of debtor and creditor, respectively, provided that, solely for purposes of Section 12.6(a) Administrative Agent shall act as Administrative Agent of Company in maintaining the Register as set forth therein, (vi) no partnership or joint venture exists with respect to the Loan Note Documents between any Restricted Person and any Lender Party, Holder, (vii) Administrative Agent is not BorrowerCompany’s Administrative Agent, but Administrative Agent for Lender Parties Holders, provided that, solely for purposes of Section 10.5(c12.6(a) Administrative Agent shall act as agent Administrative Agent of Borrower Company in maintaining the Register as set forth therein, , (viii) should an Event of Default or Default occur or exist, each Lender Party Holder will determine in its sole and absolute discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, , (ix) without limiting any of the foregoing, Borrower Company is not relying upon any representation or covenant by any Lender PartyHolder, or any representative thereof, and no such representation or covenant has been made, that any Lender Party Holder will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Note Documents with respect to any such Event of Default or Default or any other provision of the Loan Note Documents, and and (x) all Lender Holder Parties have relied upon the truthfulness of the acknowledgements acknowledgments in this section in deciding to execute and deliver this Agreement and to become obligated hereunder.

Acknowledgements and Admissions. Borrower hereby represents, warrants, acknowledges and admits that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent or any Lender PartyLender, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Lender Bank Party as to the Loan Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iv) no Lender Bank Party has any fiduciary obligation toward Borrower with respect to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between Borrower and the other Restricted PersonsBorrower, on one hand, and each Lender Bank Party, on the other hand, is and shall be solely that of debtor and creditorcreditor (or, where appropriate, letter of credit applicant and issuer) respectively, (vi) no partnership or joint venture exists with respect to the Loan Documents between any Restricted Person Borrower and any Lender Bank Party, (vii) Administrative Agent is and Collateral Agent are not agents of Borrower’s Administrative Agent, but Administrative Agent and Collateral Agent for Lender Parties provided that, solely for purposes of Section 10.5(c) Administrative Agent shall act as agent of Borrower in maintaining the Register as set forth thereinLenders, (viii) should an Event of Default or Default occur or exist, exist each Lender Bank Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ix) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Lender Bank Party, or any representative thereof, and no such representation or covenant has been made, that any Lender Bank Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (x) all Lender Parties have each Bank Party has relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereunderhereby.

Acknowledgements and Admissions. Borrower hereby represents, warrants, acknowledges and admits that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent or any Lender Party, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Date, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Lender Party as to the Loan Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Date, (iv) no Lender Party has any fiduciary obligation toward Borrower with respect to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between Borrower and the other Restricted Persons, on one hand, and each Lender Party, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Documents between any Restricted Person and any Lender Party, (vii) Administrative Agent is not Borrower’s Administrative Agent, but Administrative Agent for Lender Parties provided that, solely for purposes of Section 10.5(c) Administrative Agent shall act as agent of Borrower in maintaining the Register as set forth therein, (viii) should an Event of Default or Default occur or exist, each Lender Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ix) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Lender Party, or any representative thereof, and no such representation or covenant has been made, that any Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (x) all Lender Parties have relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereunder. Representation by Lenders. Each Lender hereby represents that it will acquire its Note for its own account in the ordinary course of its commercial lending business; however, the disposition of such Lender’s property shall at all times be and remain within its control and, in particular and without limitation, such Lender may sell or otherwise transfer its Note, any participation interest or other interest in its Note, or any of its other rights and obligations under the Loan Documents.

Acknowledgements and Admissions. Borrower Each Loan Party hereby represents, warrants, acknowledges and admits that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Credit Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent or any Lender Partythe Lender, whether written, oral or implicit, other than as expressly set out in this Credit Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by any the Lender Party as to the Loan Documents except as expressly set out in a letter agreement dated November 5, 1996 from the Parent Guarantor to the Lender regarding legal fees, this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iv) the Lender owes no Lender fiduciary duty to any Loan Party has any fiduciary obligation toward Borrower with respect to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between Borrower and the other Restricted PersonsLoan Parties, on one hand, and each Lender Partythe Lender, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Documents between any Restricted Person Loan Party and any Lender Partythe Lender, (vii) Administrative Agent is not Borrower’s Administrative Agent, but Administrative Agent for Lender Parties provided that, solely for purposes of Section 10.5(c) Administrative Agent shall act as agent of Borrower in maintaining the Register as set forth therein, (viii) should an Event of Default or Default occur or exist, each exist the Lender Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ixviii) without limiting any of the foregoing, Borrower no Loan Party is not relying upon any representation or covenant by any Lender Partythe Lender, or any representative thereof, and no such representation or covenant has been made, that any the Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (xix) all the Lender Parties have has relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Credit Agreement and to become obligated hereundermake the Loan.

Acknowledgements and Admissions. Borrower hereby represents, warrants, acknowledges and admits that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent or any Lender PartyBank, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Lender Party as to the Loan Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iv) no Lender Party has any fiduciary obligation toward Borrower with respect to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between Borrower and the other Restricted Related Persons, on one hand, and each Lender PartyLender, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Documents between any Restricted Related Person and any Lender PartyLender, (vii) Administrative Agent is not Borrower’s Administrative 's Agent, but Administrative Agent for Lender Parties provided that, solely for purposes of Section 10.5(c) Administrative Agent shall act as agent of Borrower in maintaining the Register as set forth thereinBanks, (viii) should an Event of Default or Default occur or exist, each Lender Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ix) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Lender PartyLender, or any representative thereof, and no such representation or covenant has been made, that any Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (x) all Lender Parties Lenders have relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereunder.the

Acknowledgements and Admissions. Borrower The Related Persons hereby representsrepresent, warrantswarrant, acknowledges acknowledge and admits admit that (i) it has they have been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is they are a party, (ii) it has they have made an independent decision to enter into this Agreement and the other Loan Documents to which it is they are a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent or any Lender PartyLender, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Lender Party as to the Loan Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iv) Lender owes no Lender Party has fiduciary duty to Borrower or any fiduciary obligation toward Borrower other Related Person with respect to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between Borrower and the other Restricted PersonsBorrower, on one hand, and each Lender PartyLender, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Documents between Borrower or any Restricted other Related Person and any Lender PartyLender, (vii) Administrative Agent is not Borrower’s Administrative Agent, but Administrative Agent for Lender Parties provided that, solely for purposes of Section 10.5(c) Administrative Agent shall act as agent of Borrower in maintaining the Register as set forth therein, (viii) should an Event of Default or Default occur or exist, each exist Lender Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ixviii) without limiting any of the foregoing, Borrower no Related Person is not relying upon any representation or covenant by any Lender PartyLender, or any representative thereof, and no such representation or covenant has been made, that any Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (xix) all Lender Parties have has relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereundermake the Loan. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Acknowledgements and Admissions. Each Borrower hereby represents, warrants, acknowledges and admits that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent or any Lender PartyLender, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Lender Party as to the Loan Lorn Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iv) no Lender Party has any fiduciary obligation toward either Borrower with respect to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between Borrower Borrowers and the other Restricted Persons, on one hand, and each Lender PartyLender, on the other hand, is and shall be solely that of debtor and creditor, respectively, provided that, solely for purposes of Section 10.5(f) Administrative Agent shall act as Administrative Agent of Borrower in maintaining the Register as set forth therein, (vi) no partnership or joint venture exists with respect to the Loan Documents between any Restricted Person and any Lender PartyLender, (vii) Administrative Agent is not Borrower’s Borrowers’ Administrative Agent, but Administrative Agent for Lender Parties Lenders, provided that, solely for purposes of Section 10.5(c10.5(f) Administrative Agent shall act as agent Administrative Agent of Borrower in maintaining the Register as set forth therein, (viii) should an Event of Default or Default occur or exist, each Lender Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ix) without limiting any of the foregoing, Borrower is Borrowers are not relying upon any representation or covenant by any Lender PartyLender, or any representative thereof, and no such representation or covenant has been made, that any Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (x) all Lender Parties have relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereunder.

Acknowledgements and Admissions. Borrower and Parent each hereby represents------------------------------- represent, warrantswarrant, acknowledges acknowledge and admits admit that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Noteholder, Agent, or Collateral Agent or any Lender Party, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Lender Party Noteholder, Agent, or Collateral Agent as to the Loan Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iv) no Lender Party has neither Noteholder nor Agent nor Collateral Agent owes any fiduciary obligation toward duty to Borrower or Parent with respect to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between Borrower and the other Restricted PersonsBorrower, on one hand, and each Lender PartyNoteholder, Agent and Collateral Agent, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Documents between any Restricted Person either of Borrower or Parent and any Lender Partyof Noteholder, Agent, or Collateral Agent, (vii) Administrative Agent is not Borrower’s Administrative Agent, but Administrative Agent for Lender Parties provided that, solely for purposes of Section 10.5(c) Administrative Agent shall act as agent of Borrower in maintaining the Register as set forth therein, (viii) should an Event of Default or Default occur or existexist each of Noteholder, each Lender Party Agent and Collateral Agent will determine in its sole and absolute discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ixviii) without limiting any of the foregoing, neither Borrower nor Parent is not relying upon any representation or covenant by any Lender PartyNoteholder, Agent, Collateral Agent, or any representative thereof, and no such representation or covenant has been made, that any Lender Party Noteholder, Agent, or Collateral Agent will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (xix) all Lender Parties have Noteholder has relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereundermake the Loan. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Acknowledgements and Admissions. Borrower hereby represents, ------------------------------- warrants, acknowledges and admits that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent or any Lender PartyBank, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Lender Party as to the Loan Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iv) no Lender Party has any fiduciary obligation toward Borrower with respect to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between Borrower and the other Restricted Related Persons, on one hand, and each Lender PartyLender, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Documents between any Restricted Related Person and any Lender PartyLender, (vii) Administrative Agent is not Borrower’s Administrative 's Agent, but Administrative Agent for Lender Parties provided that, solely for purposes of Section 10.5(c) Administrative Agent shall act as agent of Borrower in maintaining the Register as set forth thereinBanks, (viii) should an Event of Default or Default occur or exist, each Lender Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ix) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Lender PartyLender, or any representative thereof, and no such representation or covenant has been made, that any Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (x) all Lender Parties Lenders have relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereunder.

Acknowledgements and Admissions. Borrower Borrowers hereby representsrepresent, warrantswarrant, acknowledges acknowledge and admits admit that (i) it has they have been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is they are a party, (ii) it has they have made an independent decision to enter into this Agreement and the other Loan Documents to which it is they are a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent or any Lender PartyLender, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing DateAgreement, (iii) neither Agent nor any Lender has made any such representation, covenant or undertaking to Borrowers pursuant to any such Loan Document, (iv) there are no representations, warranties, covenants, undertakings or agreements by Agent or any Lender Party as to the Loan Documents except as expressly set out in this Agreement herein or in another Loan Document delivered on or after the Closing Datetherein, (ivv) no neither Agent nor any Lender Party has any fiduciary obligation toward Borrower Borrowers with respect to any Loan Document or the transactions contemplated thereby, (vvi) the relationship pursuant to the Loan Documents between Borrower and the other Restricted PersonsBorrowers, on one hand, and Agent and each Lender PartyLender, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vivii) no partnership or joint venture exists with respect to the Loan Documents between any Restricted Person of Borrowers, Agent and any Lender PartyLenders, (viiviii) Administrative Agent is not Borrower’s Administrative AgentBorrowers' agent, but Administrative Agent for Lender Parties provided that, solely for purposes of Section 10.5(c) Administrative Agent shall act as agent of Borrower in maintaining the Register as set forth thereinLenders, (viiiix) should an Event of Default or Default occur or exist, exist Agent and each Lender Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ixx) without limiting any of the foregoing, Borrower is Borrowers are not relying upon any representation by Agent or covenant by any Lender PartyLender, or any representative thereof, and no such representation or covenant has been made, that Agent or any Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision term of the Loan Documents, and (xxi) Agent and all Lender Parties Lenders have relied upon the truthfulness of the foregoing acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereunderaccept the Notes.

Acknowledgements and Admissions. Borrower hereby represents, ------------------------------- warrants, acknowledges and admits that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent or any Lender PartyLender, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Lender Party as to the Loan Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iv) no Lender Party has any fiduciary obligation toward Borrower with respect to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between Borrower and the other Restricted Persons, on one hand, and each Lender PartyLender, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Documents between any Restricted Person and any Lender PartyLender, (vii) Administrative Agent is not Borrower’s Administrative 's Agent, but Administrative Agent for Lender Parties provided that, solely for purposes of Section 10.5(c) Administrative Agent shall act as agent of Borrower in maintaining the Register as set forth thereinLenders, (viii) should an Event of Default or Default occur or exist, each Lender Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ix) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Lender PartyLender, or any representative thereof, and no such representation or covenant has been made, that any Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (x) all Lender Parties Lenders have relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereunder.

Acknowledgements and Admissions. RAAM and each Borrower hereby represents, warrants, acknowledges and admits that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent or any Lender Party, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Lender Party as to the Loan Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iv) no Lender Party has any fiduciary obligation toward any Borrower with respect to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between Borrower and Borrowers, the other Restricted PersonsLoan Parties and each of their respective Subsidiaries, on one hand, and each Lender Party, on the other hand, is and shall be solely that of debtor and creditor, respectively, provided that, solely for purposes of Section 10.5(c) Administrative Agent shall act as Administrative Agent of Borrower in maintaining the Register as set forth therein, (vi) no partnership or joint venture exists with respect to the Loan Documents between any Restricted Person Loan Party or its respective Subsidiaries and any Lender Party, (vii) Administrative Agent is not Borrower’s Borrowers’ Administrative Agent, but Administrative Agent for Lender Parties Parties, provided that, solely for purposes of Section 10.5(c) Administrative Agent shall act as agent Administrative Agent of Borrower in maintaining the Register as set forth therein, (viii) should an Event of Default or Default occur or exist, each Lender Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that timetime (it being agreed and understood that, except with respect to rights of set-off or as otherwise expressly provided herein, such rights will be exercised by Majority Lenders), (ix) without limiting any of the foregoing, Borrower is Borrowers are not relying upon any representation or covenant by any Lender Party, or any representative thereof, and no such representation or covenant has been made, that any Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (x) all Lender Parties have relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereunder.

Acknowledgements and Admissions. Borrower Each of Borrower, Parent and DEOC hereby represents, warrants, acknowledges and admits that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent or any Lender PartyLender, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing DateAgreement, (iii) neither Agent nor any Lender has made any such representation, covenant or undertaking to Borrower, Parent or DEOC pursuant to any such Loan Document, (iv) there are no representations, warranties, covenants, undertakings or agreements by Agent or any Lender Party as to the Loan Documents except as expressly set out in this Agreement herein or in another Loan Document delivered on or after the Closing Datetherein, (ivv) no neither Agent nor any Lender Party has any fiduciary obligation toward Borrower with respect to any Loan Document or the transactions contemplated thereby, (vvi) the relationship pursuant to the Loan Documents between Borrower Borrower, Parent and the other Restricted PersonsDEOC, on one hand, and Agent and each Lender PartyLender, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vivii) no partnership or joint venture exists with respect to the Loan Documents between any Restricted Person of Borrower, Parent, DEOC, Agent and any Lender PartyLenders, (viiviii) Administrative Agent is not Borrower’s Administrative 's, Parent's or DEOC's Agent, but Administrative Agent for Lender Parties provided that, solely for purposes of Section 10.5(c) Administrative Agent shall act as agent of Borrower in maintaining the Register as set forth thereinLenders, (viiiix) should an Event of Default or Default occur or exist, exist Agent and each Lender Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ixx) without limiting any of the foregoing, Borrower is Borrower, Parent and DEOC are not relying upon any representation by Agent or covenant by any Lender PartyLender, or any representative thereof, and no such representation or covenant has been made, that Agent or any Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision term of the Loan Documents, and (xxi) Agent and all Lender Parties Lenders have relied upon the truthfulness of the foregoing acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereunderaccept the Notes.

Acknowledgements and Admissions. Each Borrower hereby represents, warrants, acknowledges and admits that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent or any Lender Party, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Lender Party as to the Loan Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iv) no Lender Party has any fiduciary obligation toward any Borrower with respect to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between Borrower Borrowers and the other Restricted Persons, on one hand, and each Lender Party, on the other hand, is and shall be solely that of debtor and creditor, respectively, provided that, solely for purposes of Section 10.5(f) Administrative Agent shall act as Administrative Agent of Borrower in maintaining the Register as set forth therein, (vi) no partnership or joint venture exists with respect to the Loan Documents between any Restricted Person and any Lender Party, (vii) Administrative Agent is not Borrower’s Borrowers’ Administrative Agent, but Administrative Agent for Lender Parties Parties, provided that, solely for purposes of Section 10.5(c10.5(f) Administrative Agent shall act as agent Administrative Agent of Borrower in maintaining the Register as set forth therein, (viii) should an Event of Default or Default occur or exist, each Lender Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ix) without limiting any of the foregoing, Borrower is Borrowers are not relying upon any representation or covenant by any Lender Party, or any representative thereof, and no such representation or covenant has been made, that any Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (x) all Lender Parties have relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereunder.

Acknowledgements and Admissions. Borrower hereby represents, warrants, acknowledges and admits that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by neither Administrative Agent or nor any Lender Party, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Date, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Lender Party as to the Loan Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Date, (iv) no Lender Party has any fiduciary obligation toward Borrower with respect to any Loan Document or the transactions contemplated thereby, (viii) the relationship pursuant to the Loan Documents between Borrower and the other Restricted PersonsBorrower, on one hand, and Administrative Agent and each Lender PartyLender, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) iv no partnership or joint venture exists with respect to the Loan Documents between any Restricted Person of Borrower, Administrative Agent and any Lender PartyLenders, (viiv) Administrative Agent is not Borrower’s 's Administrative Agent, but Administrative Agent for Lender Parties provided that, solely for purposes of Section 10.5(c) Administrative Agent shall act as agent of Borrower in maintaining the Register as set forth thereinLenders, (viiivi) should an Event of Default or Default occur or exist, exist Administrative Agent and each Lender Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, and (ixvii) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by Administrative Agent or any Lender PartyLender, or any representative thereof, and no such representation or covenant has been made, that Administrative Agent or any Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (x) all Lender Parties have relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereunder.

Acknowledgements and Admissions. Borrower hereby represents, warrants, acknowledges and admits that (i) i. it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) . it has made an independent decision to enter into this Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent Agent, Issuing Bank or any Lender PartyLender, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iii) . there are no representations, warranties, covenants, undertakings or agreements by Agent, Issuing Bank or any Lender Party as to the Loan Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iv) no . neither Agent, Issuing Bank nor any Lender Party has any fiduciary obligation toward Borrower with respect to any Loan Document or the transactions contemplated thereby, (v) v. the relationship pursuant to the Loan Documents between Borrower and the other Restricted PersonsBorrower, on one hand, and Agent, Issuing Bank and each Lender PartyLender, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) . no partnership or joint venture exists with respect to the Loan Documents between any Restricted Person of Borrower, Agent, Issuing Bank and any Lender PartyLenders, (vii) Administrative . Agent is not Borrower’s Administrative 's Agent, but Administrative Agent for Lender Parties provided thatLenders, solely for purposes of Section 10.5(c) Administrative Agent shall act as agent of Borrower in maintaining the Register as set forth therein, (viii) . should an Event of Default or Default occur or exist, exist Agent and each Lender Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ix) . without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by Agent or any Lender PartyLender, or any representative thereof, and no such representation or covenant has been made, that Agent or any Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (x) Agent and all Lender Parties Lenders have relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereundermake their Loans. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Acknowledgements and Admissions. Borrower hereby represents, warrants, acknowledges and admits that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent or any Lender PartyLender, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Lender Party as to the Loan Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iv) no Lender Party has any fiduciary obligation toward Borrower with respect respect. to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between Borrower and the other Restricted Persons, on one hand, and each Lender PartyLender, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Documents between any Restricted Person and any Lender PartyLender, (vii) Administrative Agent is not Borrower’s Administrative 's Agent, but Administrative Agent for Lender Parties provided that, solely for purposes of Section 10.5(c) Administrative Agent shall act as agent of Borrower in maintaining the Register as set forth thereinLenders, (viii) should an Event of Default or Default occur or exist, each Lender Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ix) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Lender PartyLender, or any representative thereof, and no such representation or covenant has been made, that any Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (x) all Lender Parties Lenders have relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereunder.

Acknowledgements and Admissions. Borrower hereby represents, warrants, ------------------------------- acknowledges and admits that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) ii it has made an independent decision to enter into this Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent Agent, Issuing Bank or any Lender PartyLender, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iii) ii there are no representations, warranties, covenants, undertakings or agreements by Agent, Issuing Bank or any Lender Party as to the Loan Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iv) no iv neither Agent, Issuing Bank nor any Lender Party has any fiduciary obligation toward Borrower with respect to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between Borrower and the other Restricted PersonsBorrower, on one hand, and Agent, Issuing Bank and each Lender PartyLender, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) vi no partnership or joint venture exists with respect to the Loan Documents between any Restricted Person of Borrower, Agent, Issuing Bank and any Lender PartyLenders, (vii) Administrative vi Agent is not Borrower’s Administrative 's Agent, but Administrative Agent for Lender Parties provided that, solely for purposes of Section 10.5(c) Administrative Agent shall act as agent of Borrower in maintaining the Register as set forth thereinLenders, (viii) vi should an Event of Default or Default occur or exist, exist Agent and each Lender Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ix) ix without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by Agent or any Lender PartyLender, or any representative thereof, and no such representation or covenant has been made, that Agent or any Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (x) Agent and all Lender Parties Lenders have relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereundermake their Loans. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Acknowledgements and Admissions. Borrower Each Loan Party hereby representsrepresent, warrantswarrant, acknowledges acknowledge and admits admit that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Credit Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent the Agent, the Issuing Bank or any Lender PartyBank, whether written, oral or implicit, other than as expressly set out in this Credit Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by the Agent, the Issuing Bank or any Lender Party Bank as to the Loan Documents except as expressly set out in this Credit Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iv) None of the Agent, the Issuing Bank nor any Bank owes a fiduciary duty to any Loan Party with respect to any Loan Document or the transactions contemplated thereby, and no Lender Loan Party has any owes a fiduciary obligation toward Borrower duty to the Agent, the Issuing Bank and the Bank with respect to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between Borrower and the other Restricted PersonsLoan Parties, on one hand, and each Lender Partythe Agent, the Issuing Bank and the Banks, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Documents between any Restricted Person Loan Party and any Lender Partythe Agent, the Issuing Banks and the Banks, (vii) Administrative Agent is not Borrower’s Administrative Agent, but Administrative Agent for Lender Parties provided that, solely for purposes of Section 10.5(c) Administrative Agent shall act as agent of Borrower in maintaining the Register as set forth therein, (viii) should an Event of Default or Default occur or existexist the Agent, each Lender Party the Issuing Bank and the Banks will determine in its their sole discretion and for its their own reasons what remedies and actions it they will or will not exercise or take at that time, (ixviii) without limiting any of the foregoing, Borrower no Loan Party is not relying upon any representation or covenant by the Agent, the Issuing Bank, or any Lender PartyBank, or any representative thereof, and no such representation or covenant has been made, that any Lender Party each of the Agent, the Issuing Bank and each Bank will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (xix) all Lender Parties have the Agent, the Issuing Bank and each Bank has relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Credit Agreement and to become obligated hereundermake the Loans and issue the Letters of Credit.

Acknowledgements and Admissions. Borrower hereby represents, warrants, acknowledges and admits that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent or any Lender PartyLender, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Lender Party as to the Loan Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Datedate hereof, (iv) no Lender Party has any fiduciary obligation toward Borrower with respect to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between Borrower and the other Restricted Persons, on one hand, and each Lender Party, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Documents between any Restricted Person and any Lender Party, (vii) Administrative Agent is not Borrower’s Administrative 's Agent, but Administrative Agent for Lender Parties provided that, solely for purposes of Section 10.5(c) Administrative Agent shall act as agent of Borrower in maintaining the Register as set forth thereinLenders, (viii) should an Event of Default or Default occur or exist, each Lender Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ix) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Lender Party, or any representative thereof, and no such representation or covenant has been made, that any Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (x) all Lender Parties have relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereunder.