Common use of Credit Decision Clause in Contracts

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact has made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender acknowledges to the Administrative Agent 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 appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Guarantors, and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated hereby, and made its own 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 deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the Guarantors. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact has made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower, the Guarantorsa Credit Party, or any of their its Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender acknowledges to the Administrative Agent 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 appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Guarantors, Guarantors and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated hereby, and made its own 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 deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the Guarantorsany Credit Party. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors any Credit Party which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact.

Credit Decision. Each Lender expressly acknowledges that neither none of the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-fact Related Persons has made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Parent, Borrower, the GuarantorsBorrower’s Subsidiaries, and Parent’s and Borrower’s or any of their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender. Each Lender acknowledges represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerBorrower and any other Person party to a Loan Document, the Guarantors, and their Affiliates and all applicable Lender bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to Borrower. Each Lender also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the Guarantorsand any other Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors which and any other Person party to a Loan Document that may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneysthe Agent-in-factRelated Persons.

Credit Decision. Each Lender and each Issuing Bank expressly acknowledges that neither the Administrative Agent nor any of its AffiliatesAffiliates nor any officer, officersdirector, directorsemployee, employeesagent, agents or attorneys-in-fact attorney‑in‑fact of any of them has made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their AffiliatesBorrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender or any Issuing Bank. Each Lender acknowledges and each Issuing Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other LenderLender or Issuing Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Borrower, the Guarantors, and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated hereby, Borrower and made its own decision to enter into this AgreementAgreement and extend credit to the Borrower hereunder. Each Lender and each Issuing Bank also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other LenderLender or Issuing Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction DocumentsAgreement, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Borrower or the GuarantorsBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders or the Issuing Banks by the Administrative AgentAgent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, prospects, operationsproperties, propertyoperations or condition, financial or otherwise, and other condition or creditworthiness of the Borrower or the Guarantors which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents agents, attorneys‑in‑fact or attorneys-in-factAffiliates.

Credit Decision. Each L/C Issuer and each Lender expressly acknowledges that neither the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or agents, attorneys-in-fact or Affiliates has made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower, the Guarantors, Borrower or any of their Affiliatesother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to L/C Issuer or any Lender. Each L/C Issuer and each Lender acknowledges to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent Agent, L/C Issuer or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Guarantors, and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to make the Extensions of Credit hereunder. Each L/C Issuer and 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 deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in connection with its taking or not taking any action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the Guarantors. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative AgentAgent hereunder, the Administrative Agent shall not have any duty or responsibility to provide L/C Issuer or any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of the Borrower or the Guarantors any other Credit Party which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or agents, attorneys-in-factfact or affiliates.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor or any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-fact Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent or any of its Agent-Related Persons to any Lender. Each Lender acknowledges represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, of its Agent-Related Persons and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Borrower, the GuarantorsProject, and their Affiliates and all applicable Lender regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, of its Agent-Related Persons and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, the Collateral Agency Agreement and the other Transaction Financing Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or and the GuarantorsProject. Except for notices, reports and other documents expressly herein required pursuant to any Financing Document or the Collateral Agency Agreement to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Project or of the Borrower or the Guarantors which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-factRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact has made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the BorrowerIssuer, the Guarantors, or any of their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender acknowledges to the Administrative Agent 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 appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerIssuer, the Guarantors, and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated hereby, and made its own 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 deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Issuer or the Guarantors. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower Issuer or the Guarantors which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor or any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-fact Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent or any of its Agent-Related Persons to any Lender. Each Lender acknowledges represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, of its Agent-Related Persons and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Borrower, the GuarantorsProject, and their Affiliates and all applicable Lender regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, of its Agent-Related Persons and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, the Collateral Agency Agreement and the other Transaction Financing Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or and the GuarantorsProject. Except for notices, reports and other documents expressly herein required pursuant to any Financing Document or the Collateral Agency Agreement to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Project or of the Borrower or the Guarantors which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-factRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their AffiliatesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender acknowledges represents to the Administrative Agent 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 appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Guarantors, Company and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated herebyits Subsidiaries, and made its own decision to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender also acknowledges represents 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 deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the GuarantorsBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of the Borrower Borrower, the Company or the Guarantors any other Loan Party which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneys-in-factAgent.

Credit Decision. Each Lender and each Issuing Bank expressly acknowledges that neither the Administrative Agent nor any of its AffiliatesAffiliates nor any officer, officersdirector, directorsemployee, employeesagent, agents or attorneysattorney-in-fact of any of them has made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their AffiliatesBorrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender or any Issuing Bank. Each Lender acknowledges and each Issuing Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other LenderLender or Issuing Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Borrower, the Guarantors, and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated hereby, Borrower and made its own decision to enter into this AgreementAgreement and extend credit to the Borrower hereunder. Each Lender and each Issuing Bank also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other LenderLender or Issuing Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction DocumentsAgreement, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Borrower or the GuarantorsBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders or the Issuing Banks by the Administrative AgentAgent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, prospects, operationsproperties, propertyoperations or condition, financial or otherwise, and other condition or creditworthiness of the Borrower or the Guarantors which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or agents, attorneys-in-factfact or Affiliates.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact Purchaser has made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender acknowledges to the Administrative Agent 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 entered into this Agreement after its own negotiations with the Company and is and will continue to be solely responsible for its own independent appraisal of and investigation investigations into the businessfinancial condition, prospectscreditworthiness, operations, property, financial affairs and other condition and creditworthiness nature of the Borrower, the Guarantors, and their Affiliates Company and all applicable Lender regulatory laws relating other credit and banking matters relative to the transactions contemplated hereby, and made its own 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 deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents. Each Purchaser confirms to Agent that it has not relied, and will not hereafter rely, on Agent: (a) to make such investigations as it deems necessary to inform itself as check or inquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Company under or in connection with this Agreement or the transactions herein contemplated and that each Purchaser shall be responsible for obtaining directly from the Company, through requests made by Agent to the businessCompany on its behalf, prospectssuch information, operations, property, financial and other condition and creditworthiness of the Borrower or the Guarantors. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning as each Purchaser deems necessary from time to time; or (b) to assess or keep under review on its behalf the businessfinancial condition, prospectscreditworthiness, operationsaffairs or nature of the Company, propertythe Subsidiary or their respective properties or any other credit or banking matters relative to this Agreement. (c) A copy of this Agreement including all Schedules hereto has been, or prior to such Purchaser entering into this Agreement will be, made available to each Purchaser for review by it and each Purchaser is, or will be, satisfied with the form and substance of this Agreement including all Schedules hereto; and Agent is not liable in any way to such Purchaser in respect thereof or in respect of the accuracy or completeness of any information or data, financial and other condition or creditworthiness otherwise, made available to such Purchaser in connection with the negotiation of this Agreement or for any statements, warranties or representations whether made in writing or orally made in connection with the Borrower or the Guarantors which may come into the possession negotiation of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneys-in-factthis Agreement.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their AffiliatesLoan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender acknowledges represents to the Administrative Agent 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 appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of any Borrower or the Borrower, the Guarantors, and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated herebyBorrowers taken as a whole, and made its own decision to enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender also acknowledges represents 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 deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the GuarantorsBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of the any Borrower or the Guarantors which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneys-in-factAgent.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or agents, attorneys-in-fact has or affiliates have made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower, the Guarantors, Borrower and its Subsidiaries or any of their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates to any Lender. Each Lender acknowledges represents to the Administrative Agent that it has, independently and without reliance upon either the Administrative Agent or any other Lenderof its officers, directors, employees, agents, attorneys-in-fact or affiliates and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerBorrower and any other Person party to a Loan Document, the Guarantors, and their Affiliates and all applicable Lender bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to the Borrower. Each Lender also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other Lenderof its officers, directors, employees, agents, attorneys-in-fact or affiliates and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the Guarantorsand any other Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors which and any other Person party to a Loan Document that may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or agents, attorneys-in-factfact or affiliates.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent Agents nor any of its Affiliates, their respective officers, directors, employees, agents or agents, attorneys-in-fact has or affiliates have made any representation representations or warranty warranties to it, it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of the Borrower, the Guarantors, a Loan Party or any affiliate of their Affiliatesa Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender acknowledges to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent Agents, the Issuing Bank or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Guarantors, and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement. Each Lender also acknowledges that it will, will independently and without reliance upon the Administrative Agent Agents, the Issuing Bank or any other Lender, Lender and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the or any other Transaction DocumentsLoan Document, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower any related agreement or the Guarantorsany document furnished hereunder or thereunder. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative AgentAgents hereunder, the Administrative Agent Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of the Borrower any Loan Party or the Guarantors which any affiliate of a Loan Party that may come into the possession of the Administrative Agent Agents or any of its Affiliates, officers, directors, employees, agents or agents, attorneys-in-factfact or affiliates.

Credit Decision. Each Lender expressly acknowledges that neither none of the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-fact Related Persons has made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their AffiliatesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender. Each Lender acknowledges represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerCompany and its Subsidiaries, the Guarantors, and their Affiliates and all applicable Lender bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to the Company hereunder. Each Lender also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and Agreement, the other Transaction DocumentsLoan Documents and any other documents executed by the Company in connection with this Agreement, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the GuarantorsCompany. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower Company or the Guarantors any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneysthe Agent-in-factRelated Persons.

Credit Decision. Each Lender Bank expressly acknowledges that neither none of --------------- the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-fact Related Persons has made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their Affiliates, Company and its Subsidiaries shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderBank. Each Lender acknowledges Bank represents to the Administrative Agent 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 appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Guarantors, Company and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated hereby, its Subsidiaries and made its own decision to enter into this AgreementAgreement and extend credit to the Company hereunder. Each Lender Bank also acknowledges represents 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 deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the GuarantorsCompany. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative AgentAgent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors Company which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneysthe Agent-in-factRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither none of the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents Agents or attorneysAgent-in-fact Related Persons has made any representation or warranty to it, and that no act by the Administrative Agent Agents hereafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their AffiliatesBorrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative any Agent or Agent-Related Person to any Lender. Each Lender acknowledges represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerBorrower and its Subsidiaries, the Guarantorsvalue of and title to any collateral security, and their Affiliates and all applicable Lender bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to Borrower hereunder. Each Lender also acknowledges represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender, Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the GuarantorsBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative AgentAgents, the Administrative Agent Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents the Agents or attorneysAgent-in-factRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither none of the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-fact Related Persons has made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their AffiliatesHoldings and its Subsidiaries, shall be deemed to constitute any representation or warranty by the any Administrative Agent Agent-Related Person to any Lender. Each Lender acknowledges represents to the Administrative Agent that it has, independently and without reliance upon the any Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerHoldings and its Subsidiaries, the Guarantorsvalue of and title to any Collateral, and their Affiliates and all applicable Lender bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to any Loan Party hereunder. Each Lender also acknowledges represents that it will, independently and without reliance upon the any Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the Guarantorsany Loan Party. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower Holdings or the Guarantors any Subsidiary which may come into the possession of any of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-factRelated Persons.

Credit Decision. Each L/C Issuer and each Lender expressly acknowledges that neither the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or agents, attorneys-in-fact or Affiliates has made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower, the Guarantors, Borrower or any of their Affiliatesother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to L/C Issuer or any Lender. Each L/C Issuer and each Lender acknowledges to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent Agent, L/C Issuer or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Guarantors, and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to make the Extensions of Credit hereunder. Each L/C Issuer and 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 deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in connection with its taking or not taking any action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the Guarantors. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative AgentAgent hereunder, the Administrative Agent shall not have any duty or responsibility to provide L/C Issuer or any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of the Borrower or the Guarantors any other Credit Party which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or agents, attorneys-in-factfact or affiliates.

Credit Decision. Each Lender expressly Bank acknowledges that neither none of the --------------- Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-fact Related Persons has made any representation or warranty to it, and that no act by the Administrative Agent hereafter or the Collateral Agent hereinafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their Affiliates, Borrower and its Subsidiaries shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Administrative Agent to any Lender. Each Lender acknowledges to and the Administrative Collateral Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, Agent- Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerBorrower and its Subsidiaries, the Guarantorsvalue of and title to any Collateral, and their Affiliates and all applicable Lender bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender Bank also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, Agent- Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the GuarantorsBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative Agent and the Collateral Agent, neither the Administrative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors which may come into the possession of any of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneys-in-factAgent- Related Persons.

Credit Decision. Each Lender expressly acknowledges that neither none of --------------- the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-fact Related Persons has made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower, the Guarantors, Borrower and its Subsidiaries or any of their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent 52. any Agent-Related Person to any Lender. Each Lender acknowledges represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerBorrower and any other Person (other than the Lender Group) party to a Loan Document, the Guarantors, and their Affiliates and all applicable Lender bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to the Borrower. Each Lender also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or and any other Person (other than the GuarantorsLender Group) party to a Loan Document. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors which and any other Person party to a Loan Document that may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneysthe Agent-in-factRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its AffiliatesAffiliates or any officer, officersdirector, directorsemployee, employeesagent, agents or attorneysattorney-in-fact of any of them has made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Guarantor and its Subsidiaries, including the Borrower, the Guarantors, or any of their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender acknowledges represents to the Administrative Agent 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 appraisal of and investigation into the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Borrower, Borrower and the Guarantors, and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated hereby, Guarantor and made its own decision to enter into this AgreementAgreement and extend credit to the Borrower hereunder. Each Lender also acknowledges represents 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 deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction DocumentsAgreement, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Borrower or and the GuarantorsGuarantor. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative AgentAgent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operationsproperties, propertyoperations or condition, financial or otherwise, and other condition or creditworthiness of the Borrower or the Guarantors Guarantor which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or agents, attorneys-in-factfact or Affiliates.

Credit Decision. Each Lender expressly acknowledges that neither none of the Administrative Agent nor Agents or any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact their respective Related Parties has made any representation or warranty to it, and that no act by the Administrative an Agent hereafter hereinafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of Borrowers and their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative such Agent or Related Parties to any Lender. Each Lender acknowledges represents to the Administrative Agent Agents that it has, independently and without reliance upon the Administrative any Agent or any other Lender, Related Party and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the Borrower, the Guarantors, Borrowers and their Affiliates Affiliates, and all applicable Lender bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to the Borrowers. Each Lender also acknowledges represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender, Related Party and based on such documents and information as it shall deem appropriate Exhibit A to FirstFourth Amendment #37466145 at the time, continue to make its own credit analysis, appraisals appraisals, and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the Borrower or the GuarantorsBorrowers. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by the Administrative an Agent, the Administrative neither Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition condition, or creditworthiness of the any Borrower or the Guarantors which may come into the possession of the Administrative any of such Agent or any of its Affiliates, officers, directors, employees, agents or attorneys-in-factRelated Parties.

Credit Decision. Each Lender expressly acknowledges that neither none of the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-fact Related Persons has made any representation or warranty to it, and that no act by the Agent or the Co-Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their AffiliatesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender. Each Lender acknowledges represents to the Agent and the Co-Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerCompany and its Subsidiaries, the Guarantorsvalue of and title to any collateral, and their Affiliates and all applicable Lender bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to the Company hereunder. Each Lender also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the GuarantorsCompany. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Agent or the Co-Administrative Agent, neither the Agent nor the Co-Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors Company which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneysthe Agent-in-factRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither the none of Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-fact Related Persons has made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower, the Guarantors, any Loan Party and its Subsidiaries or any of their Affiliatesinspection or audit, shall be deemed to constitute any representation or warranty by the any Administrative Agent Agent-Related Person to any Lender. Each Lender acknowledges represents to the Administrative Agent that it has, independently and without reliance upon the any Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties and their Subsidiaries, the Guarantorsexistence, value of and their Affiliates title to any Collateral, and all applicable Lender bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender also acknowledges covenants that it will, independently and without reliance upon the any Administrative Agent Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the Guarantorseach Loan Party and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors any Loan Party which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneysAdministrative Agent-in-factRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative no Agent nor or any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact Affiliates has made any representation or warranty to it, and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their AffiliatesLoan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to or any Lender. No Agent shall be required to keep itself informed as to the performance or observance by any Lender of this Agreement or any of the other Credit Documents or any other document referred to or provided for herein or therein or to inspect the properties or books of any Loan Party. Each Lender acknowledges represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties, the Guarantors, and their Affiliates and all applicable Lender bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit hereunder. Each Lender also acknowledges represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the or any other Transaction DocumentsCredit Document, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the GuarantorsLoan Parties. Except for notices, reports and other documents and information expressly herein required to be furnished to the Lenders by the Administrative any Agent, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors Loan Parties which may come into the possession of the Administrative any Agent or any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact.

Credit Decision. Each Lender expressly acknowledges that neither none of the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-fact Related Persons has made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower, the Guarantors, Borrowers and their Subsidiaries or any of their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender. Each Lender acknowledges represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrowers and any other Person (other than the BorrowerLender Group) party to a Loan Document, the Guarantors, and their Affiliates and all applicable Lender bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to, or otherwise enter into agreements with, Borrowers. Each Lender also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrowers and any other Person (other than the Borrower or the GuarantorsLender Group) party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors which Borrowers and any other Person party to a Loan Document that may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneysthe Agent-in-factRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact has --------------- not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their AffiliatesCredit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender acknowledges represents to the Administrative Agent 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 appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, Borrower and the Guarantors, and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated herebyother Credit Parties, and made its own decision to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender also acknowledges represents 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 deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or and the Guarantorsother Credit Parties. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of the Borrower or the Guarantors other Credit Parties which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneys-in-factAgent.

Credit Decision. Each Lender expressly of the LC Issuer and the --------------- Lenders acknowledges that neither none of the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-fact Related Persons has made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their AffiliatesBorrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender. Each The LC Issuer and each Lender acknowledges represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerBorrower and its Subsidiaries, the Guarantors, and their Affiliates and all applicable Lender bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the GuarantorsBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the LC Issuer and the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneysthe Agent-in-factRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither none of the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-fact Related Persons has made any representation or warranty to it, and that no act by the Agent or the Co-Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their AffiliatesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender. Each Lender acknowledges represents to the Agent and the Co-Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based - 72 - on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerCompany and its Subsidiaries, the Guarantorsvalue of and title to any collateral, and their Affiliates and all applicable Lender bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to the Company hereunder. Each Lender also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the GuarantorsCompany. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Agent or the Co-Administrative Agent, neither the Agent nor the Co-Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors Company which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneysthe Agent-in-factRelated Persons.

Credit Decision. Each Lender expressly Bank acknowledges that neither none of the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-fact Related Persons has made any representation or warranty to it, and that no act by the Canadian Administrative Agent hereafter hereinafter taken, including any assignment and any review of the affairs of the BorrowerBorrowers, the Guarantors, or any of their Guarantor and the Guarantor's Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any LenderBank. Each Lender acknowledges Bank represents to the Canadian Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Guarantors, Borrowers and their Affiliates Subsidiaries and Affiliates, and all applicable Lender bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender Bank also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the GuarantorsBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Canadian Administrative Agent, the Canadian Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors Borrowers which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneysthe Agent-in-factRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any other Lender nor any of its Affiliatestheir Affiliates nor any officer, officersdirector, directorsemployee, employees, agents agent or attorneysattorney-in-fact of any of them has made any representation or warranty to it, it and that no act by the Administrative Agent or any other Lender hereafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of Borrower and its Subsidiaries and their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent or any other Lender to any such Lender. Each Lender acknowledges represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon the Administrative Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Guarantors, Borrower and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated hereby, Guarantors and made its own decision to enter into this AgreementAgreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender). Each Lender also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction DocumentsAgreement, and to make such investigations as it deems 99 necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Borrower Agent or the Guarantorsany other Lender). Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative AgentAgent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors any Guarantor which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or agents, attorneys-in-factfact or Affiliates.

Credit Decision. Each Lender expressly Bank acknowledges that neither none of the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-fact Related Persons has made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower, the Guarantors, or any of their AffiliatesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any LenderBank as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender acknowledges Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerCompany and its Subsidiaries, the Guarantors, and their Affiliates and all applicable Lender bank regulatory laws 89 Credit Agreement - Idex Corporation 97 relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to the Company and its Subsidiaries hereunder. Each Lender Bank also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the GuarantorsCompany. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors Company which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneysthe Agent-in-factRelated Persons.

Credit Decision. Each Lender expressly Secured Party acknowledges that neither the Administrative Collateral Agent nor any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact has not made any representation or warranty to it, and that no act by the Administrative Collateral Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, the Guarantors, or any of their AffiliatesGrantors, shall be deemed to constitute any representation or warranty by the Administrative Collateral Agent to any LenderSecured Party as to any matter, including whether the Collateral Agent has disclosed material information in its possession. Each Lender acknowledges Secured Party represents to the Administrative Collateral Agent that it has, independently and without reliance upon the Administrative Collateral Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Guarantors, and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated herebyGrantors, and made its own decision to enter into this AgreementAgreement and to extend credit to the Company hereunder. Each Lender Secured Party also acknowledges represents that it will, independently and without reliance upon the Administrative Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Collateral Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the GuarantorsCompany. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Secured Parties by the Administrative Collateral Agent, the Administrative Collateral Agent shall not have any duty or responsibility to provide any Lender Secured Party with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of the Borrower or the Guarantors Company which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneys-in-factCollateral Agent.

Credit Decision. Each Lender expressly acknowledges that neither none of the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-fact Related Persons has made any representation or warranty to it, and that no act by the Administrative Agent hereafter any Agent-Related Person hereinafter taken, including any review of the affairs of the Borrower, Credit Parties and the Guarantors, or any of their Credit Party Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any LenderLender or other Agent-Related Person. Each Lender acknowledges represents to the Administrative Agent and the Lead Arranger that it has, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on upon such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the BorrowerCredit Parties, the Guarantors, and their Affiliates and all applicable Lender bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreementthe Financing Documents to which it is a party and to extend credit to the Borrower thereunder. Each Lender also acknowledges represents that it willshall, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on upon such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Financing Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Borrower or the GuarantorsCredit Parties. Except for notices, reports and other documents expressly herein or in the other Financing Documents required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent no Agent-Related Person shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition or creditworthiness of the Borrower or the Guarantors which Credit Parties that may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneysthe Agent-in-factRelated Persons.

Credit Decision. Each Lender Holder, by acceptance of any Subordinated Note(s) held by it, expressly acknowledges that neither none of the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneysHolder Representative-in-fact Related Persons has made any representation or warranty to it, it and that no act by the Administrative Agent hereafter Holder Representative hereinafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their AffiliatesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent Holder Representative to any LenderHolder. Each Lender acknowledges Holder, by acceptance of any Subordinated Note(s) held by it, represents to the Administrative Agent Holder Representative that it has, independently and without reliance upon the Administrative Agent or any other Lender, Holder Representative and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerCompany and its Subsidiaries, the Guarantors, and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this AgreementAgreement and extend credit to the Company hereunder. Each Lender Holder also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, Holder Representative and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction DocumentsAgreements, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the GuarantorsCompany and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Company by the Administrative AgentHolder Representative, the Administrative Agent Holder Representative shall not have any duty or responsibility to provide any Lender Holder with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors Company and its Subsidiaries which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneys-in-factHolder Representative.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact has made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender acknowledges BofA (i) confirms to the Administrative Agent and each of the other Purchasers that it hashas received a copy of the Receivables Purchase Agreement, independently and without reliance upon the Administrative Agent or any other LenderTransaction Documents, and based on such other documents and information as it has deemed appropriate, made appropriate to make its own appraisal of credit analysis and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Guarantors, and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement. Each Lender also acknowledges Amendment and (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other LenderPurchaser or any of their respective Affiliates, and based on such documents and information as it BofA shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this the Receivables Purchase Agreement and any other Transaction Document. The Administrative Agent and the other Purchasers make no representation or warranty to BofA and assume no responsibility with respect to (x) any 2 statements, warranties or representations made in or in connection with the Receivables Purchase Agreement, any other Transaction DocumentsDocument or any other instrument or document furnished pursuant thereto or the execution, and to make such investigations as it deems necessary to inform itself as to the businesslegality, prospectsvalidity, operationsenforceability, propertygenuineness, financial and other condition and creditworthiness sufficiency or value of the Borrower Receivables Purchase Agreement or the Guarantors. Except for noticesReceivables, reports and any other documents expressly herein required to be Transaction Document or any other instrument or document furnished to pursuant thereto or (y) the Lenders by financial condition of any of the Administrative AgentSeller, the Administrative Agent shall not have Master Servicer, the Performance Guarantor or the Originators or the performance or observance by any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower Seller, the Master Servicer, the Performance Guarantor or the Guarantors which may come into Originators of any of their respective obligations under the possession of the Administrative Agent Receivables Purchase Agreement, any other Transaction Document, or any of its Affiliates, officers, directors, employees, agents instrument or attorneys-in-factdocument furnished pursuant thereto.

Credit Decision. Each Lender expressly acknowledges that neither none of the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-fact Related Persons has made any representation or warranty to it, and that no act by the Agent or the Co-Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their AffiliatesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender. Each Lender acknowledges represents to the Agent and the Co-Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerCompany and its Subsidiaries, the Guarantorsvalue of and title to any Collateral, and their Affiliates and all applicable Lender bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to the Company hereunder. Each Lender also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the GuarantorsCompany. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Agent or the Co-Administrative Agent, neither the Agent nor the Co-Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors Company which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneysthe Agent-in-factRelated Persons.

Credit Decision. Each Lender Bank expressly acknowledges that neither none of the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-fact Related Persons has made any representation or warranty to it, it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the BorrowerBorrowers, the Guarantors, or any and each of their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderBank. Each Lender acknowledges Bank represents to the Administrative Agent 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 -------------------------------------------------------------------------------- Page 69 -------------------------------------------------------------------------------- deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the GuarantorsBorrowers, and their Affiliates each of the Subsidiaries of the Borrowers, and all applicable Lender bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this AgreementAgreement and extend credit to the Borrowers hereunder. Each Lender Bank also acknowledges represents 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 deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the GuarantorsBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative AgentAgent (which shall be deemed to include documents delivered to the Administrative Agent with sufficient copies for each Bank pursuant to Sections 4.01, 6.01 and 6.02), the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors Borrowers which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneysthe Agent-in-factRelated Persons.

Credit Decision. Each Lender Bank expressly acknowledges that neither the Administrative Agent nor any of its Affiliatesaffiliates nor any officer, officersdirector, directorsemployee, employeesagent, agents or attorneysattorney-in-fact of any of them has made any representation or warranty to it, it and that no act by the Administrative Agent Agent, the Syndication Agent, the Joint Book Runners, the Lead Arranger or the Joint Lead Arranger hereafter taken, including any review of the affairs of the Borrower, the Guarantors, Company and its Subsidiaries or any of their Affiliates, Obligor shall be deemed to constitute any representation or warranty by any of the Administrative Agent Agent, the Syndication Agent, the Joint Book Runners, the Lead Arranger or the Joint Lead Arranger to any LenderBank. Each Lender acknowledges Bank represents to the Administrative Agent Agent, the Syndication Agent, the Joint Book Runners, the Lead Arranger and the Joint Lead Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Syndication Agent, the Joint Book Runners, the Lead Arranger or any other Lenderthe Joint Lead Arranger, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Guarantors, Company and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated hereby, its Subsidiaries and made its own decision to enter into this AgreementAgreement and extend credit to the Obligors. Each Lender Bank also acknowledges represents that it will, independently and without reliance upon the Administrative Agent Agent, the Syndication Agent, the Joint Book Runners, the Lead Arranger or any other Lenderthe Joint Lead Arranger, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Company and its Subsidiaries or the Guarantorsany Obligor. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative Agent hereunder, none of the Agent, the Administrative Agent Syndication Agent, the Joint Book Runners, the Lead Arranger or the Joint Lead Arranger shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower Company and its Subsidiaries or the Guarantors any Obligor which may come into the possession of the Administrative Agent Agent, the Syndication Agent, the Joint Book Runners, the Lead Arranger or the Joint Lead Arranger, or any of its Affiliates, their respective officers, directors, employees, agents or agents, attorneys-in-factfact or Affiliates.

Credit Decision. Each Lender expressly acknowledges that neither none of the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneysAgent-in-fact Related Persons has made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of Loan Parties and their Affiliates, shall be deemed SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT - PAGE 105 to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender. Each Lender acknowledges represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the Borrower, the Guarantors, Loan Parties and their Affiliates Affiliates, and all applicable Lender bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to the Loan Parties. Each Lender also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals appraisals, and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the Borrower or the GuarantorsLoan Parties. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition condition, or creditworthiness of the Borrower or the Guarantors any Loan Party which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneysthe Agent-in-factRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of their AffiliatesBorrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender acknowledges represents to the Administrative Agent 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 appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Guarantors, Borrower and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated herebyits Subsidiaries, and made its own decision to enter into this AgreementAgreement and to extend credit to Borrower hereunder. Each Lender also acknowledges represents 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 deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or the Guarantorsand its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of the Borrower or the Guarantors its Subsidiaries which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneys-in-factAgent.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any other Lender nor any of its Affiliatestheir Affiliates nor any officer, officersdirector, directorsemployee, employees, agents agent or attorneysattorney-in-fact of any of them has made any representation or warranty to it, it and that no act by the Administrative Agent or any other Lender hereafter taken, including any review of the affairs of the Borrower, the Guarantors, or any of Borrower and its Subsidiaries and their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent or any other Lender to any such Lender. Each Lender acknowledges represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon the Administrative Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Guarantors, Borrower and their Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated hereby, Guarantors and made its own decision to enter into this AgreementAgreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender). Each Lender also acknowledges represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction DocumentsAgreement, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Borrower Agent or the Guarantorsany other Lender). Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative AgentAgent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or the Guarantors any Guarantor which may come into the possession of the Administrative Agent or any of its Affiliates, officers, directors, employees, agents or 107 agents, attorneys-in-factfact or Affiliates.