Common use of Non-Reliance on Agent Clause in Contracts

Non-Reliance on Agent. (a) Each Lender (including its Related Parties) acknowledges that each Agent has not made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent to such Lender as to any matter, including whether any Agent has disclosed material information in its possession. Each Lender (including its Related Parties) confirms to each Agent that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on any Agent or any of its Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making its portion of the Loans and (z) taking or not taking actions hereunder, (ii) is financially able to bear such risks and (iii) has, independently and without reliance upon any Agent or any of its Related Parties and based upon such documents and information as it has deemed appropriate, determined that entering into this Agreement and making its portion of the Loans is suitable and appropriate for it. (b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement and the other Facility Documents, (ii) it has, independently and without reliance upon any Agent or any of its Related Parties, made its own appraisal and investigation of all risks associated with, and its own credit analysis and decision to enter into, this Agreement based on such documents and information as it has deemed appropriate and (iii) it will, independently and without reliance upon any Agent or any of its Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection with, and its own credit analysis and decision to take or not take action under, this Agreement and the other Facility Documents based on such documents and information as it shall from time to time deem appropriate, which may include, in each case: (i) the financial condition, status and capitalization of the Borrower; (ii) the legality, validity, effectiveness, adequacy or enforceability of this Agreement and the other Facility Documents and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreement; (iii) determining compliance or non-compliance with any condition hereunder to the making of a Loan and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; and (iv) the adequacy, accuracy and/or completeness of any other information delivered by any Agent or by any of their respective Related Parties under or in connection with this Agreement, the other Facility Documents, the Transactions contemplated hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreement

Non-Reliance on Agent. (a) and Other Series 1999-1 --------------------------------------------- Certificateholders. Each Lender (including its Related Parties) Series 1999-1 Certificateholder expressly ------------------ acknowledges that each neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has not made any representation representations or warranty warranties to it, it and that no act by any the Agent hereafter hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party the Transferor, CompuCom or any Affiliate thereofthe Servicer, shall be deemed to constitute any representation or warranty by any the Agent to such Lender as to any matter, including whether any Agent has disclosed material information in its possessionSeries 1999-1 Certificateholder. Each Lender (including its Related Parties) confirms Series 1999-1 Certificateholder represents to each the Agent that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on any Agent or any of its Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making its portion of the Loans and (z) taking or not taking actions hereunder, (ii) is financially able to bear such risks and (iii) has, independently and without reliance upon any the Agent or any of its Related Parties other Series 1999-1 Certificateholder, and based upon on such documents and information as it has deemed appropriate, determined that entering into this Agreement and making its portion of the Loans is suitable and appropriate for it. (b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement and the other Facility Documents, (ii) it has, independently and without reliance upon any Agent or any of its Related Parties, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of all risks associated withthe Transferor, CompuCom and the Servicer and made its own credit analysis and decision to enter into, into this Agreement based on such documents and information as it has deemed appropriate and (iii) Supplement. Each Series 1999-1 Certificateholder also represents that it will, independently and without reliance upon any the Agent or any of its Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection withother Series 1999-1 Certificateholder, and its own credit analysis and decision to take or not take action under, this Agreement and the other Facility Documents based on such documents and information as it shall from time deem appropriate at the time, continue to time deem appropriatemake its own credit analysis, which may include, appraisals and decisions in each case: (i) the financial condition, status and capitalization of the Borrower; (ii) the legality, validity, effectiveness, adequacy taking or enforceability of not taking action under this Agreement Supplement and the other Facility Documents 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 Transferor, CompuCom and the Servicer. Except for notices, reports and other documents expressly required to be furnished to the Series 1999-1 Certificateholders by the Agent hereunder, the Agent shall not have any other agreement, arrangement duty or document entered into, made or executed in anticipation of, under or in connection with this Agreement; (iii) determining compliance or nonresponsibility to provide any Series 1999-compliance 1 Certificateholder with any condition hereunder to the making of a Loan and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; and (iv) the adequacy, accuracy and/or completeness of any credit or other information delivered by any concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Transferor, CompuCom or the Servicer which may come into the possession of the Agent or by any of their respective Related Parties under its officers, directors, employees, agents, attorneys-in- fact or in connection with this Agreement, the other Facility Documents, the Transactions contemplated hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this AgreementAffiliates.

Non-Reliance on Agent. (a) Each Lender (including its Related Parties) expressly acknowledges that each neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has not made any representation representations or warranty warranties to it, it and that no act by any the Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party Borrower, the Borrower Representative, any Guarantor, the Property Manager, the Back-Up Manager or any Affiliate thereof, Sponsor shall be deemed to constitute any representation or warranty by any the Agent to such Lender as to any matter, including whether any Agent has disclosed material information in its possessionthe Lenders. Each Lender (including its Related Parties) confirms represents to each the Agent that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on any Agent or any of its Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making its portion of the Loans and (z) taking or not taking actions hereunder, (ii) is financially able to bear such risks and (iii) has, independently and without reliance upon any Agent or any of its Related Parties the Agent, and based upon on such documents and information as it has deemed appropriate, determined that entering into this Agreement and making its portion of the Loans is suitable and appropriate for it. (b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement and the other Facility Documents, (ii) it has, independently and without reliance upon any Agent or any of its Related Parties, made its own appraisal of an investigation into the business, operations, property, financial and investigation other condition and creditworthiness of all risks associated withthe Borrowers, the Borrower Representative, any Guarantor, the Property Manager, the Back-Up Manager and any Sponsor and the Collateral and made its own credit analysis and decision to make its Commitment hereunder and enter into, into this Agreement based on such documents and information as it has deemed appropriate and (iii) Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any of its Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection withthe Agent, and its own credit analysis and decision to take or not take action under, this Agreement and the other Facility Documents based on such documents and information as it shall from time deem appropriate at the time, continue to time deem appropriatemake its own analysis, appraisals and decisions in taking or not taking action under any of the 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 Borrowers, the Borrower Representative, any Guarantor, the Property Manager, the Back-Up Manager and any Sponsor and the Collateral. Except for notices, reports and other documents received by the Agent hereunder, the Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Borrower, the Borrower Representative, any Guarantor, the Property Manager, the Back-Up Manager, the Sponsor or the Collateral which may include, in each case: (i) come into the financial condition, status and capitalization possession of the Borrower; (ii) the legality, validity, effectiveness, adequacy or enforceability of this Agreement and the other Facility Documents and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreement; (iii) determining compliance or non-compliance with any condition hereunder to the making of a Loan and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; and (iv) the adequacy, accuracy and/or completeness of any other information delivered by any Agent or by any of their respective Related Parties under its officers, directors, employees, agents, attorneys-in-fact or in connection with this Agreement, the other Facility Documents, the Transactions contemplated hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreementaffiliates.

Non-Reliance on Agent. (a) Each Lender (including its Related Parties) expressly acknowledges that each neither the Agent has not nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representation representations or warranty warranties to it, it and that no act by any the Agent hereafter hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party the Company or any Affiliate thereofof its Subsidiaries, shall be deemed to constitute any representation or warranty by any the Agent to such Lender as to any matter, including whether any Agent has disclosed material information in its possessionLender. Each Lender (including its Related Parties) confirms represents to each the Agent that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on any Agent or any of its Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making its portion of the Loans and (z) taking or not taking actions hereunder, (ii) is financially able to bear such risks and (iii) has, independently and without reliance upon any the Agent or any of its Related Parties other Lender, and based upon on such documents and information as it has deemed appropriate, determined that entering into this Agreement and making its portion of the Loans is suitable and appropriate for it. (b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement and the other Facility Documents, (ii) it has, independently and without reliance upon any Agent or any of its Related Parties, made its own appraisal of and investigation into the business, assets, operations, property, financial and other condition, prospects and creditworthiness of all risks associated with, the Company and its Subsidiaries and made its own credit analysis and decision to make the Interim Loan hereunder and enter into, into this Agreement based on such documents and information as it has deemed appropriate and (iii) Agreement. Each Lender also represents that it will, independently and without reliance upon any the Agent or any of its Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection withother Lender, and its own credit analysis and decision to take or not take action under, this Agreement and the other Facility Documents based on such documents and information as it shall from time deem appropriate at the time, continue to time deem appropriatemake its own credit analysis, which may include, appraisals and decisions in each case: (i) the financial condition, status and capitalization of the Borrower; (ii) the legality, validity, effectiveness, adequacy taking or enforceability of this Agreement and the other Facility Documents and any other agreement, arrangement or document entered into, made or executed in anticipation of, not taking action under or in connection with this Agreement; (iii) determining compliance or non-compliance with any condition hereunder to the making of a Loan and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; and (iv) the adequacy, accuracy and/or completeness of any other information delivered by any Agent or by any of their respective Related Parties under or in connection with this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other Facility Documentscondition, prospects and creditworthiness of the Transactions contemplated hereby Company and thereby its Subsidiaries. The Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other condition, prospects or creditworthiness of the Company or any other agreementof its Subsidiaries which may come into the possession of the Agent or any of its officers, arrangement directors, employees, agents, attorneys-in-fact or document entered into, made or executed in anticipation of, under or in connection with this Agreementaffiliates.

Non-Reliance on Agent. (a) Each Lender (including its Related Parties) Xxxxxx expressly acknowledges that each neither Agent has not nor any of its respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates have made any representation representations or warranty warranties to it, it and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan a Borrower Party or any Affiliate thereofof a Borrower Party, shall be deemed to constitute any representation or warranty by any Agent to such Lender as Lender. Xxxxxx represents to any matter, including whether any Agent has disclosed material information in its possession. Each Lender (including its Related Parties) confirms to each Agent that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on any Agent or any of its Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making its portion of the Loans and (z) taking or not taking actions hereunder, (ii) is financially able to bear such risks and (iii) has, independently and without reliance upon any Agent or any of its Related Parties Agent, and based upon on such documents and information as it has deemed appropriate, determined that entering into this Agreement and making its portion of the Loans is suitable and appropriate for it. (b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement and the other Facility Documents, (ii) it has, independently and without reliance upon any Agent or any of its Related Parties, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of all risks associated with, the Borrower Parties and their Affiliates and made its own credit analysis and decision to make the Loan hereunder and enter into, into this Agreement based on such documents and information as it has deemed appropriate and (iii) Agreement. Lender also represents that it will, independently and without reliance upon any Agent or any of its Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection withAgent, and its own credit analysis and decision to take or not take action under, this Agreement and the other Facility Documents based on such documents and information as it shall from time deem appropriate at the time, continue to time deem appropriatemake its own credit analysis, which may include, appraisals and decisions in each case: (i) the financial condition, status and capitalization of the Borrower; (ii) the legality, validity, effectiveness, adequacy taking or enforceability of not taking action under this Agreement and the other Facility Documents 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 Borrower Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to Lender by Agent hereunder, Agent shall not have any other agreement, arrangement duty or document entered into, made or executed in anticipation of, under or in connection with this Agreement; (iii) determining compliance or non-compliance responsibility to provide Lender with any credit or other information concerning the business, operations, property, condition hereunder to the making (financial or otherwise), prospects or creditworthiness of any Borrower Party or any Affiliate of a Loan and Borrower Party that may come into the form and substance possession of all evidence delivered in connection with establishing the satisfaction of each such condition; and (iv) the adequacy, accuracy and/or completeness of any other information delivered by any Agent or by any of their respective Related Parties under its officers, directors, employees, agents, advisors, attorneys-in-fact or in connection with this Agreement, the other Facility Documents, the Transactions contemplated hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this AgreementAffiliates.

Non-Reliance on Agent. (a) Each Lender (including The Lenders expressly acknowledge that neither any Note Agent, nor any of its Related Parties) acknowledges that each Agent officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representation representations or warranty warranties to it, it and that no act by any a Note Agent hereafter taken, including including, without limitation, any consent to and acceptance of any assignment or review of the affairs of any Loan Party the Borrower, the Borrower, the Sellers, UACC, the Guarantor, UPFC, the Servicer or any Affiliate thereofthe Backup Servicer, shall be deemed to constitute any representation or warranty by any such Note Agent to such Lender as to any matter, including whether any Agent has disclosed material information in its possessionLender. Each Lender (including its Related Parties) confirms represents to each Note Agent that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on any Agent or any of its Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making its portion of the Loans and (z) taking or not taking actions hereunder, (ii) is financially able to bear such risks and (iii) has, independently and without reliance upon any Agent or any of its Related Parties and based upon such documents and information as it has deemed appropriate, determined that entering into this Agreement and making its portion of the Loans is suitable and appropriate for it. (b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement and the other Facility Documents, (ii) it has, independently and without reliance upon any Agent or any of its Related Parties, made its own appraisal and investigation of all risks associated withother Lender, and its own credit analysis and decision to enter into, this Agreement based on such documents and information as it has deemed appropriate appropriate, made its own appraisal of and (iii) investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Borrower, each Seller, UACC, the Guarantor, UPFC, the Servicer, the Backup Servicer, and the Contracts and made its own decision to purchase its interest in the Notes hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Note Agent or any of its Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection withother Lender, and its own credit analysis and decision to take or not take action under, this Agreement and the other Facility Documents based on such documents and information as it shall from time deem appropriate at the time, continue to time deem appropriatemake its own analysis, which may includeappraisals and decisions in taking or not taking action under any of the Transaction Documents, in each case: (i) and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial condition, status and capitalization other condition and creditworthiness of the Borrower; (ii) , each Seller, UACC, the legalityGuarantor, validityUPFC, effectivenessthe Servicer, adequacy or enforceability of this Agreement the Backup Servicer, and the Contracts. Except as expressly provided herein, no Note Agent shall have any duty or responsibility to provide any Lender with any credit or other Facility Documents information concerning the Borrower Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, each Seller, UACC, the Guarantor, UPFC, the Borrower, the Servicer, the Lenders or the Backup Servicer which may come into the possession of such Note Agent or any other agreementof its officers, arrangement directors, employees, agents, attorneys-in-fact or document entered intoaffiliates. [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT] In no event shall the Administrative/Collateral Agent or the Custodian be liable for any indirect, made special, punitive or executed consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Administrative/Collateral Agent or the Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative/Collateral Agent be liable for any failure or delay in anticipation ofthe performance of its obligations hereunder because of circumstances beyond its control, under including, but not limited to, acts of God, flood, war (whether declared or in connection with undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreement; (iii) determining compliance or non-compliance with any condition hereunder to the making of a Loan and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; and (iv) the adequacy, accuracy and/or completeness of any other information delivered by any Agent or by any of their respective Related Parties under or in connection with this Agreement, the other Facility Documents, the Transactions contemplated hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreement.

Non-Reliance on Agent. (a) Each Lender (including its Related Parties) expressly acknowledges that each neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has not made any representation representations or warranty warranties to it, it and that no act by any the Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party Borrower, the Borrower Representative, any Guarantor, the Master Property Manager or any Affiliate thereof, the Sponsor shall be deemed to constitute any representation or warranty by any the Agent to such Lender as to any matter, including whether any Agent has disclosed material information in its possessionthe Lenders. Each Lender (including its Related Parties) confirms represents to each the Agent that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on any Agent or any of its Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making its portion of the Loans and (z) taking or not taking actions hereunder, (ii) is financially able to bear such risks and (iii) has, independently and without reliance upon any Agent or any of its Related Parties the Agent, and based upon on such documents and information as it has deemed appropriate, determined that entering into this Agreement and making its portion of the Loans is suitable and appropriate for it. (b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement and the other Facility Documents, (ii) it has, independently and without reliance upon any Agent or any of its Related Parties, made its own appraisal of an investigation into the business, operations, property, financial and investigation other condition and creditworthiness of all risks associated withthe Borrowers, the Borrower Representative, any Guarantor, the Master Property Manager and the Sponsor and the Collateral and made its own credit analysis and decision to make its Commitment hereunder and enter into, into this Agreement based on such documents and information as it has deemed appropriate and (iii) Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any of its Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection withthe Agent, and its own credit analysis and decision to take or not take action under, this Agreement and the other Facility Documents based on such documents and information 53570.000371 EMF_US 44362017v35 as it shall from time deem appropriate at the time, continue to time deem appropriatemake its own analysis, appraisals and decisions in taking or not taking action under any of the 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 Borrowers, the Borrower Representative, any Guarantor, the Master Property Manager and the Sponsor and the Collateral. Except for notices, reports and other documents received by the Agent hereunder, the Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Borrower, the Borrower Representative, any Guarantor, the Master Property Manage, the Sponsor or the Collateral which may include, in each case: (i) come into the financial condition, status and capitalization possession of the Borrower; (ii) the legality, validity, effectiveness, adequacy or enforceability of this Agreement and the other Facility Documents and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreement; (iii) determining compliance or non-compliance with any condition hereunder to the making of a Loan and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; and (iv) the adequacy, accuracy and/or completeness of any other information delivered by any Agent or by any of their respective Related Parties under its officers, directors, employees, agents, attorneys-in-fact or in connection with this Agreement, the other Facility Documents, the Transactions contemplated hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreementaffiliates.

Non-Reliance on Agent. (a) Each Lender (including its Related Parties) acknowledges The Buyers each expressly acknowledge that each neither Agent nor any other Buyer has not made any representation representations or warranty warranties to it, the Buyers and that no act by Agent or any Agent Buyer hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereofthe Company, shall be deemed to constitute any representation or warranty by any Agent to such Lender as to any matter, including whether any Agent has disclosed material information in its possession. Each Lender (including its Related Parties) confirms to each Agent that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on any Agent or any of its Related Parties, of evaluating Buyer to the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making its portion of the Loans and (z) taking or not taking actions hereunder, (ii) is financially able Buyers. Each Buyer represents to bear such risks and (iii) has, independently and without reliance upon any Agent or any of its Related Parties and based upon such documents and information as it has deemed appropriate, determined that entering into this Agreement and making its portion of the Loans is suitable and appropriate for it. (b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement and the other Facility Documents, (ii) Buyers that it has, independently and without reliance upon any Agent or any of its Related Parties, made its own appraisal the other Buyers and investigation of all risks associated with, and its own credit analysis and decision to enter into, this Agreement based on such documents and information as it each Buyer has deemed appropriate appropriate, made its own appraisal of and (iii) investigation into the business, operations, property, financial and other condition and credit worthiness of the Company and made its own decision to enter into this Agreement and purchase its respective Note and Warrant. Each Buyer also covenants that it will, independently and without reliance upon any Agent or any of its Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection with, and its own credit analysis and decision to take or not take action under, this Agreement and the other Facility Documents Buyers and based on such the documents and information as it shall from time deem appropriate at the time, continue to time deem appropriatemake its own decisions in taking or not taking action under this Agreement (including whether to convert all or any portion of its respective Note or exercise all or any portion of its respective Warrant), which may includeand to make such investigation as it deems necessary to inform itself as to the business, in each case: (i) the operations, property, financial condition, status and capitalization other condition of the Borrower; (ii) Company. Neither Agent nor any Buyer shall have any duty or responsibility to provide the legalityBuyers with any information concerning the business, operations, property, financial and other condition of the Company that may come into the possession of Agent or any Buyer. Each Buyer further expressly acknowledges that neither Agent nor any other Buyer has made any representations or warranties to the Buyers as to the validity, effectiveness, adequacy genuineness, enforceability, priority or enforceability sufficiency of this Agreement the Transaction Documents or the sufficiency, value, or condition of the Collateral (as defined in the Security Agreements). Each Buyer represents to Agent and the other Facility Documents Buyers that it has, independently and without reliance upon Agent, Agent’s attorneys, any other agreementBuyer, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreement; (iii) determining compliance or non-compliance with any condition hereunder to the making of a Loan and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; and (iv) the adequacy, accuracy and/or completeness of any other information delivered by any Agent or by any of their respective Related Parties under or in connection with this Agreement, the other Facility Documents, the Transactions contemplated hereby and thereby or any other agreement, arrangement or document entered intoBuyer’s attorneys, made or executed in anticipation ofits own review and determination of the validity, under or in connection with this Agreementeffectiveness, genuineness, enforceability, priority, and sufficiency of the Transaction Documents and the sufficiency, value and condition of the Collateral.

Non-Reliance on Agent. (a) . Each Lender (including its Related Parties) expressly acknowledges that each neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has not made any representation representations or warranty warranties to it, it and that no act by any the Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party Borrower, the Borrower Representative, any Guarantor, the Property Manager, the Back-Up Manager or any Affiliate thereof, Sponsor shall be deemed to constitute any representation or warranty by any the Agent to such Lender as to any matter, including whether any Agent has disclosed material information in its possessionthe Lenders. Each Lender (including its Related Parties) confirms represents to each the Agent that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on any Agent or any of its Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making its portion of the Loans and (z) taking or not taking actions hereunder, (ii) is financially able to bear such risks and (iii) has, independently and without reliance upon any Agent or any of its Related Parties the Agent, and based upon on such documents and information as it has deemed appropriate, determined that entering into this Agreement and making its portion of the Loans is suitable and appropriate for it. (b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement and the other Facility Documents, (ii) it has, independently and without reliance upon any Agent or any of its Related Parties, made its own appraisal of an investigation into the business, operations, property, financial and investigation other condition and creditworthiness of all risks associated withthe Borrowers, the Borrower Representative, any Guarantor, the Property Manager, the Back-Up Manager and any Sponsor and the Collateral and made its own credit analysis and decision to make its Commitment hereunder and enter into, into this Agreement based on such documents and information as it has deemed appropriate and (iii) Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any of its Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection withthe Agent, and its own credit analysis and decision to take or not take action under, this Agreement and the other Facility Documents based on such documents and information as it shall from time deem appropriate at the time, continue to time deem appropriatemake its own analysis, appraisals and decisions in taking or not taking action under any of the 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 Borrowers, the Borrower Representative, any Guarantor, the Property Manager, the Back-Up Manager and any Sponsor and the Collateral. Except for notices, reports and other documents received by the Agent hereunder, the Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Borrower, the Borrower Representative, any Guarantor, the Property Manager, the Back-Up Manager, the Sponsor or the Collateral which may include, in each case: (i) come into the financial condition, status and capitalization possession of the Borrower; (ii) the legality, validity, effectiveness, adequacy or enforceability of this Agreement and the other Facility Documents and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreement; (iii) determining compliance or non-compliance with any condition hereunder to the making of a Loan and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; and (iv) the adequacy, accuracy and/or completeness of any other information delivered by any Agent or by any of their respective Related Parties under its officers, directors, employees, agents, attorneys-in-fact or in connection with this Agreement, the other Facility Documents, the Transactions contemplated hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreementaffiliates.

Non-Reliance on Agent. (a) Each Lender (including The Lenders expressly acknowledge that neither any Note Agent, nor any of its Related Parties) acknowledges that each Agent officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representation representations or warranty warranties to it, it and that no act by any a Note Agent hereafter taken, including including, without limitation, any consent to and acceptance of any assignment or review of the affairs of any Loan Party the Borrower, the Borrower, the Seller, UACC, the Guarantor, UPFC, the Servicer or any Affiliate thereofthe Backup Servicer, shall be deemed to constitute any representation or warranty by any such Note Agent to such Lender as to any matter, including whether any Agent has disclosed material information in its possessionLender. Each Lender (including its Related Parties) confirms represents to each Note Agent that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on any Agent or any of its Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making its portion of the Loans and (z) taking or not taking actions hereunder, (ii) is financially able to bear such risks and (iii) has, independently and without reliance upon any Agent or any of its Related Parties and based upon such documents and information as it has deemed appropriate, determined that entering into this Agreement and making its portion of the Loans is suitable and appropriate for it. (b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement and the other Facility Documents, (ii) it has, independently and without reliance upon any Agent or any of its Related Parties, made its own appraisal and investigation of all risks associated withother Lender, and its own credit analysis and decision to enter into, this Agreement based on such documents and information as it has deemed appropriate appropriate, made its own appraisal of and (iii) investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Borrower, the Seller, UACC, the Guarantor, UPFC, the Servicer, the Backup Servicer, and the Contracts and made its own decision to purchase its interest in the Notes hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Note Agent or any of its Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection withother Lender, and its own credit analysis and decision to take or not take action under, this Agreement and the other Facility Documents based on such documents and information as it shall from time deem appropriate at the time, continue to time deem appropriatemake its own analysis, which may includeappraisals and decisions in taking or not taking action under any of the Transaction Documents, in each case: (i) and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial condition, status and capitalization other condition and creditworthiness of the Borrower; (ii) , the legalitySeller, validityUACC, effectivenessthe Guarantor, adequacy or enforceability of this Agreement UPFC, the Servicer, the Backup Servicer, and the Contracts. Except as expressly provided herein, no Note Agent shall have any duty or responsibility to provide any Lender with any credit or other Facility Documents information concerning the Borrower Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, the Seller, UACC, the Guarantor, UPFC, the Borrower, the Servicer, the Lenders or the Backup Servicer which may come into the possession of such Note Agent or any other agreementof its officers, arrangement directors, employees, agents, attorneys-in-fact or document entered intoaffiliates. In no event shall the Administrative/Collateral Agent or the Custodian be liable for any indirect, made special, punitive or executed consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Administrative/Collateral Agent or the Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative/Collateral Agent be liable for any failure or delay in anticipation ofthe performance of its obligations hereunder because of circumstances beyond its control, under including, but not limited to, acts of God, flood, war (whether declared or in connection with undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreement; (iii) determining compliance or non-compliance with any condition hereunder to the making of a Loan and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; and (iv) the adequacy, accuracy and/or completeness of any other information delivered by any Agent or by any of their respective Related Parties under or in connection with this Agreement, the other Facility Documents, the Transactions contemplated hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreement.

Non-Reliance on Agent. (a) and Other Series 1999-1 --------------------------------------------- Certificateholders. Each Lender (including Series 1999-1 Certificateholder expressly acknowledges ------------------ that neither the Agent nor any of its Related Parties) acknowledges that each Agent officers, directors, employees, agents, attorneys-in-fact or Affiliates has not made any representation representations or warranty warranties to it, it and that no act by any the Agent hereafter hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party the Transferor, CompuCom or any Affiliate thereofthe Servicer, shall be deemed to constitute any representation or warranty by any the Agent to such Lender as to any matter, including whether any Agent has disclosed material information in its possessionSeries 1999-1 Certificateholder. Each Lender (including its Related Parties) confirms Series 1999-1 Certificateholder represents to each the Agent that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on any Agent or any of its Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making its portion of the Loans and (z) taking or not taking actions hereunder, (ii) is financially able to bear such risks and (iii) has, independently and without reliance upon any the Agent or any of its Related Parties other Series 1999-1 Certificateholder, and based upon on such documents and information as it has deemed appropriate, determined that entering into this Agreement and making its portion of the Loans is suitable and appropriate for it. (b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement and the other Facility Documents, (ii) it has, independently and without reliance upon any Agent or any of its Related Parties, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of all risks associated withthe Transferor, CompuCom and the Servicer and made its own credit analysis and decision to enter into, into this Agreement based on such documents and information as it has deemed appropriate and (iii) Supplement. Each Series 1999-1 Certificateholder also represents that it will, independently and without reliance upon any the Agent or any of its Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection withother Series 1999-1 Certificateholder, and its own credit analysis and decision to take or not take action under, this Agreement and the other Facility Documents based on such documents and information as it shall from time deem appropriate at the time, continue to time deem appropriatemake its own credit analysis, which may include, appraisals and decisions in each case: (i) the financial condition, status and capitalization of the Borrower; (ii) the legality, validity, effectiveness, adequacy taking or enforceability of not taking action under this Agreement Supplement and the other Facility Documents 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 Transferor, CompuCom and the Servicer. Except for notices, reports and other documents expressly required to be furnished to the Series 1999-1 Certificateholders by the Agent hereunder, the Agent shall not have any other agreement, arrangement duty or document entered into, made or executed in anticipation of, under or in connection with this Agreement; (iii) determining compliance or nonresponsibility to provide any Series 1999-compliance 1 Certificateholder with any condition hereunder to the making of a Loan and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; and (iv) the adequacy, accuracy and/or completeness of any credit or other information delivered by any concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Transferor, CompuCom or the Servicer which may come into the possession of the Agent or by any of their respective Related Parties under its officers, directors, employees, agents, attorneys-in-fact or in connection with this Agreement, the other Facility Documents, the Transactions contemplated hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this AgreementAffiliates.