Common use of Lenders’ Representations, Warranties and Acknowledgment Clause in Contracts

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with the making of Loans or the issuing or renewal of a Letter of Credit hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that that, without reliance upon Administrative Agent or any other Lender or any of their Related Parties, it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries the Credit Parties in connection with the making of Loans or the issuing or renewal of a Letter of Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiariesthe Credit Parties. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and Borrower, its Subsidiaries and each other Guarantor in connection with the making of Loans or the issuing or renewal of a Letter of Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings Borrower, its Subsidiaries and its Subsidiarieseach other Guarantor. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants to the Agents that it has made its own independent investigation of the financial condition and affairs of Holdings Borrower and its Subsidiaries in connection with the making of Loans or the issuing or renewal of a Letter of Credit hereunder under this Agreement and that it has made and shall will continue to make its own appraisal of the creditworthiness of Holdings Borrower and its Subsidiaries. No Agent shall will have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafterat or after the making of such Loans, and no Agent shall will have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with the making of Loans or the issuing or renewal of a Letter of Credit Extensions hereunder and that it has made and shall continue to make its own Credit and Guaranty Agreement 108 appraisal of the creditworthiness of Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

Lenders’ Representations, Warranties and Acknowledgment. (a) 13.4.1. Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings Borrower and its Subsidiaries in connection with the making of Loans or the issuing or renewal of a Letter of Credit hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness 100 US-DOCS\144726423.10 of Holdings Borrower and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with the making of Loans or the issuing or renewal of a Letter of Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiaries. No Agent shall have any duty A&R FIRST LIEN CREDIT AND GUARANTY AGREEMENT 109 or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings the Borrower and its Subsidiaries in connection with the making of Loans or the issuing or renewal of a Letter of Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings the Borrower and its Subsidiaries. No Neither the Administrative Agent nor the Collateral Trustee shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Revolving Loans or at any time or times thereafter, and no neither the Administrative Agent nor the Collateral Trustee shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings Borrower, Molycorp and its their Subsidiaries in connection with the making of Loans or the issuing or renewal of a Letter of Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings Borrower, Molycorp and its their Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, 95 and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that that, without reliance upon Administrative Agent or any other Lender or any of their Related Parties, it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries the Credit Parties in connection with the making of Loans or the issuing or renewal of a Letter of Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiariesthe Credit Parties. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans Revolving Loansany Loan or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings Credit Parties and its the OZ Subsidiaries in connection with the making of Loans or the issuing or renewal of a Letter of Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings Credit Parties and its the OZ Subsidiaries. No Administrative Agent and Collateral Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Administrative Agent and Collateral Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings each Borrower and its Subsidiaries each Subsidiary of each Borrower in connection with the making of Loans or the issuing or renewal of a Letter of Credit Borrowing hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings each Borrower and its Subsidiarieseach Subsidiary of each Borrower. No The Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans Term Loan or at any time or times thereafter, and no the Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings the Borrower and its Subsidiaries in connection with the making of Term Loans or the issuing or renewal of a Letter of Credit hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings the Borrower and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Term Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders.. - 117 - CREDIT AGREEMENT