Shake Shack 2015 Annual Report Download - page 181

such successor. After the Administrative Agent’
s resignation hereunder, the provisions of this Article, Section 2.16(d) and Section 9.03 shall continue in
effect for the benefit of such retiring Administrative Agent, its sub1
agents and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while it was acting as Administrative Agent.
Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this
Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.
Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the
Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the
information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained
in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only
specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’
books and records, as well as on representations of the
Loan Parties’
personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all
Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant
to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and
indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions,
proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by as the direct or indirect result of any third
parties who might obtain all or part of any Report through the indemnifying Lender.
ARTICLE IX
MISCELLANEOUS
SECTION 9.01.
Notices
. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject
to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by facsimile, as follows:
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