INQUIRE AS TO THE PERFORMANCE OR
OBSERVANCE OF ANY PROVISION OF ANY LOAN DOCUMENT, WHETHER ANY CONDITION SET
FORTH IN ANY LOAN DOCUMENT IS SATISFIED OR WAIVED, AS TO THE FINANCIAL CONDITION
OF THE BORROWER OR AS TO THE EXISTENCE OR CONTINUATION OR POSSIBLE OCCURRENCE OR
CONTINUATION OF ANY DEFAULT OR EVENT OF DEFAULT AND SHALL NOT BE DEEMED TO HAVE
NOTICE OR KNOWLEDGE OF SUCH OCCURRENCE OR CONTINUATION UNLESS IT HAS RECEIVED A
NOTICE FROM THE BORROWER OR ANY LENDER DESCRIBING SUCH DEFAULT OR EVENT OF
DEFAULT CLEARLY LABELED "NOTICE OF DEFAULT" (IN WHICH CASE AGENT SHALL PROMPTLY
GIVE NOTICE OF SUCH RECEIPT TO ALL LENDERS);
and, for each of the items set forth in clauses (i) through (iv) above, each
Lender and the Borrower hereby waives and agrees not to assert any right, claim
or cause of action it might have against Agent based thereon.
(C) EACH LENDER (I) ACKNOWLEDGES THAT IT HAS PERFORMED AND WILL CONTINUE TO
PERFORM ITS OWN DILIGENCE AND HAS MADE AND WILL CONTINUE TO MAKE ITS OWN
INDEPENDENT INVESTIGATION OF THE OPERATIONS, FINANCIAL CONDITIONS AND AFFAIRS OF
THE BORROWER AND (II) AGREES THAT IS SHALL NOT RELY ON ANY AUDIT OR OTHER REPORT
PROVIDED BY AGENT OR ITS RELATED PERSONS (AN "AGENT REPORT").
EACH LENDER
FURTHER ACKNOWLEDGES THAT ANY AGENT REPORT (I) IS PROVIDED TO THE LENDERS SOLELY
AS A COURTESY, WITHOUT CONSIDERATION, AND BASED UPON THE UNDERSTANDING THAT SUCH
LENDER WILL NOT RELY ON SUCH AGENT REPORT, (II) WAS PREPARED BY AGENT OR ITS
RELATED PERSONS BASED UPON INFORMATION PROVIDED BY THE BORROWER SOLELY FOR
AGENT'S OWN INTERNAL USE, (III) MAY NOT BE COMPLETE AND MAY NOT REFLECT ALL
INFORMATION AND FINDINGS OBTAINED BY AGENT OR ITS RELATED PERSONS REGARDING THE
OPERATIONS AND CONDITION OF THE BORROWER.
NEITHER AGENT NOR ANY OF ITS RELATED
PERSONS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO (I)
ANY EXISTING OR PROPOSED FINANCING, (II) THE ACCURACY OR COMPLETENESS OF THE
INFORMATION CONTAINED IN ANY AGENT REPORT OR IN ANY RELATED DOCUMENTATION, (III)
THE SCOPE OR ADEQUACY OF AGENT'S AND ITS RELATED PERSONS' DUE DILIGENCE, OR THE
PRESENCE OR ABSENCE OF ANY ERRORS OR OMISSIONS CONTAINED IN ANY AGENT REPORT OR
IN ANY RELATED DOCUMENTATION, AND (IV) ANY WORK PERFORMED BY AGENT OR AGENT'S
RELATED PERSONS IN CONNECTION WITH OR USING ANY AGENT REPORT OR ANY RELATED
DOCUMENTATION.
(D) NEITHER AGENT NOR ANY OF ITS RELATED PERSONS SHALL HAVE ANY DUTIES OR
OBLIGATIONS IN CONNECTION WITH OR AS A RESULT OF ANY LENDER RECEIVING A COPY OF
ANY AGENT REPORT. WITHOUT LIMITING THE
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generality of the forgoing, neither Agent nor any of its Related Persons shall
have any responsibility for the accuracy or completeness of any Agent Report, or
the appropriateness of any Agent Report for any Lender's purposes, and shall
have no duty or responsibility to correct or update any Agent Report or disclose
to any Lender any other information not embodied in any Agent Report, including
any supplemental information obtained after