Common use of Lack of Reliance on the Administrative Agent Clause in Contracts

Lack of Reliance on the Administrative Agent. Each of the Lenders, the Swingline Lender and the Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder, 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 Loan Parties. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Lack of Reliance on the Administrative Agent. Each of the Lenders, the Swingline Lender and the Issuing Bank Lenders acknowledges that it has, independently and without reliance upon the Administrative Agent, the Issuing Bank Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank Lenders also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank Agent or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder, 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 Loan Parties. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Lack of Reliance on the Administrative Agent. Each of the Lenders, the Swingline Lender and the Issuing Bank Banks acknowledges that it has, independently and without reliance upon the Administrative Agent, the any Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank Banks also acknowledges that it will, independently and without reliance upon the Administrative Agent, the any Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder, 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 Loan Parties. Each Lender represents and warrants to the Administrative Agent that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants to the Administrative Agent that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each of the Lenders acknowledges and agrees that outside legal counsel to the Administrative Agent in connection with the preparation, negotiation, execution, delivery and administration (including any amendments, waivers and consents) of this Agreement and the other Loan Documents is acting solely as counsel to the Administrative Agent and is not acting as counsel to any Lender (other than the Administrative Agent and its Affiliates) in connection with this Agreement, the other Loan Documents or any of the transactions contemplated hereby or thereby.

Lack of Reliance on the Administrative Agent. Each of the Lenders, the Swingline Lender and the each Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent, the any other Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders, the Swingline Lender and the each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the any other Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder, 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 Loan Parties. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Lack of Reliance on the Administrative Agent. Each of the Lenders, the Swingline Lender and the Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder, 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 Loan Parties. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Lack of Reliance on the Administrative Agent. Each Lender from time to time party to this Agreement (i) confirms that it has received a copy of this Agreement and the other Credit Documents, together with copies of the Lendersfinancial statements referred to therein, the Swingline and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to become a Lender and the Issuing Bank acknowledges under this Agreement, (ii) agrees that it hashas made and will, independently and without reliance upon the Administrative Agent, the Issuing Bank Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of shall deem appropriate at the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriatetime, continue to make its own credit analysis, appraisals and decisions in taking or not taking any action under or based on this Agreement and the other Credit Documents and, except as expressly provided in this Agreement, the Administrative Agent shall not have any related agreement duty or responsibility, either initially or on a continuing basis, to provide any document furnished hereunder Lender or thereunderthe holder of any Note with any credit or other information with respect thereto, and to make such investigations as it deems necessary to inform itself as to whether coming into its possession before the business, prospects, operations, property, financial and other condition and creditworthiness making of the Loan Parties. Each Loans or at any time or times thereafter, (iii) acknowledges and agrees that no fiduciary or advisory relationship between the Administrative Agent and any Lender represents is intended to be or has been created in respect of any of the transactions contemplated by this Agreement, (iv) acknowledges and warrants agrees that (i) the Loan Documents set forth Administrative Agent, on the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrumentone hand, and each Lender on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, and no Lender relies on, any fiduciary duty on the Administrative Agent’s part, (v) acknowledges and agrees not to assert a claim in contravention that each Lender is capable of evaluating and understanding, and each such Lender understands and accepts, the terms, risks and conditions of the foregoing. Each transactions contemplated by this Agreement, (vi) acknowledges and agrees that the Administrative Agent or any of its Affiliates may have received fees or other compensation from Holdings or any of its Affiliates in connection with this Agreement which may or may not be publicly disclosed and such fees or compensation do not affect any Lender’s independent credit decision to enter into the transactions contemplated by this Agreement, (vii) acknowledges and agrees that notwithstanding that no fiduciary or similar relationship exists between the Administrative Agent and any Lender, each such Lender represents hereby waives, to the fullest extent permitted by law, any claims it may have against the Administrative Agent or its Affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and warrants agrees that the Administrative Agent and its Affiliates shall have no liability (whether direct or indirect) to any Lender in respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of any Lender, including any such Lender’s stockholders, employees or creditors, and (viii) agrees that it is sophisticated will perform in accordance with respect their terms all of the obligations which by the terms of this Agreement and the other Credit Documents are required to decisions be performed by it as a Lender. The Administrative Agent shall not be responsible to makeany Lender or the holder of any Note for any recitals, acquire and/or hold commercial loans and statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of Holdings or any of its Subsidiaries or be required to provide make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other facilities set forth herein, as may be applicable to such Lender, and either itCredit Document, or the Person exercising discretion in making financial condition of Holdings or any of its decision to make, acquire and/or hold such commercial loans Subsidiaries or to provide such other facilities, is experienced in making, acquiring the existence or holding such commercial loans possible existence of any Default or providing such other facilitiesEvent of Default.

Lack of Reliance on the Administrative Agent. Each of the Lenders, the Swingline Lender and the Issuing Bank Banks acknowledges that it has, independently and without reliance upon the Administrative Agent, the Issuing Bank Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank Banks also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank Agent or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking of any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder, 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 . Each of the Loan Parties. Each Lenders, the Swingline Lender and Issuing Banks represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender, the Swingline Lender or an Issuing Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, the Swingline Lender or an Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender, the Swingline Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing. Each Lender, the Swingline Lender and each Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, the Swingline Lender or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Lack of Reliance on the Administrative Agent. Each of the Lenders, the Swingline Lender and the Issuing Bank hereby acknowledges that it has, independently and without reliance upon the Administrative Agent, the Issuing Bank Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also hereby acknowledges that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking any action under under, or based on on, this Agreement, any related agreement or any document furnished hereunder or thereunder, 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 Loan Parties. Each Lender hereby represents and warrants to the Administrative Agent that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose purposes of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender hereby agrees not to assert a claim in contravention of the foregoing. Each Lender hereby represents and warrants to the Administrative Agent that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender hereby acknowledges and agrees that outside legal counsel to the Administrative Agent in connection with the preparation, negotiation, execution, delivery and administration (including any amendments, waivers and consents) of this Agreement and the other Loan Documents is acting solely as counsel to the Administrative Agent and is not acting as counsel to any Lender (other than the Administrative Agent and its Affiliates) in connection with this Agreement, the other Loan Documents or any of the transactions contemplated hereby or thereby.

Lack of Reliance on the Administrative Agent. Each of the Lenders, the Swingline Lender and the Issuing Bank Banks acknowledges that it has, independently and without reliance upon the Administrative Agent, the Issuing Bank Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank Banks also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank Agent or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking of any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder, 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 . Each of the Loan Parties. Each Lenders, the Swingline Lender and Issuing Banks represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender, the Swingline Lender or an Issuing Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, the Swingline Lender or an Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender, the Swingline Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing. Each Lender, the swingline Lender and each Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, the Swingline Lender or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Lack of Reliance on the Administrative Agent. (a) Each Lender from time to time party to this Agreement (i) confirms that it has received a copy of this Agreement and the other Credit Documents, together with copies of the Lendersfinancial statements referred to therein, the Swingline and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to become a Lender and the Issuing Bank acknowledges under this Agreement, (ii) agrees that it hashas made and will, independently and without reliance upon the Administrative Agent, the Issuing Bank Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of shall deem appropriate at the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriatetime, continue to make its own credit analysis, appraisals and decisions in taking or not taking any action under this Agreement and the other Credit Documents and, except as expressly provided in this Agreement, the Administrative Agent shall not have any duty or based responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, (iii) acknowledges and agrees that no fiduciary or advisory relationship between the Administrative Agent and any Lender is intended to be or has been created in respect of any of the transactions contemplated by this Agreement, (iv) acknowledges and agrees that the Administrative Agent, on the one hand, and each Lender on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, and no Lender relies on, any fiduciary duty on the Administrative Agent’s part, (v) acknowledges and agrees that each Lender is capable of evaluating and understanding, and each such Lender understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement, (vi) acknowledges and agrees that the Administrative Agent or any of its Affiliates may have received fees or other compensation from Parent or any of its Affiliates in connection with this Agreement which may or may not be publicly disclosed and such fees or compensation do not affect any Lender’s independent credit decision to enter into the transactions contemplated by this Agreement, (vii) acknowledges and agrees that notwithstanding that no fiduciary or similar relationship exists between the Administrative Agent and any Lender, each such Lender hereby waives, to the fullest extent permitted by law, any claims it may have against the Administrative Agent or its Affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Administrative Agent and its Affiliates shall have no liability (whether direct or indirect) to any Lender in respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of any Lender, including any such Lender’s stockholders, employees or creditors, and (viii) agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Credit Documents are required to be performed by it as a Lender. The Administrative Agent shall not be responsible to any Lender or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of Parent or any of its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of Parent or any of its Subsidiaries or the existence or possible existence of any Default or Event of Default. (b) To the full extent permitted by applicable law, each party hereto and each Indemnified Person shall not assert, and hereby waives, any claim against any other party hereto or any other Indemnified Person, on any theory of liability, for special, indirect, consequential or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any related other Credit Document, any other agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby or any document furnished hereunder Loan or thereunderthe use of the proceeds thereof; provided, and to make such investigations however, that the foregoing provisions shall not relieve any Borrower of its indemnification obligations as it deems necessary to inform itself as provided in Section 11.01(a) to the businessextent any Indemnified Person is found liable for any such damages. No party hereto and no Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, prospects, operations, property, financial and electronic or other condition and creditworthiness of the Loan Parties. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged information transmission systems in making, acquiring or holding commercial loans in the ordinary course and is entering into connection with this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Person exercising discretion results from such Person’s gross negligence, willful misconduct or bad faith (as determined by a court of competent jurisdiction in making a final and non-appealable decision); provided, however, that the foregoing provisions shall not relieve the Borrower of its decision indemnification obligations as provided in Section 11.01(a) to make, acquire and/or hold the extent any Indemnified Person is found liable for any such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilitiesdamages.

Lack of Reliance on the Administrative Agent. (a) Each of the Lenders, the Swingline Lender and the Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder, 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 . (b) Each of the Loan Parties. Each Lender Lenders hereby represents and warrants that that: (i) (A) the Loan Documents set forth the terms of a commercial lending facility facility, and (iiB) it such Lender is engaged in the making, acquiring or holding of commercial loans in the ordinary course course, and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not not, in any event, for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender hereby agrees not to assert a claim in contravention of the foregoing. Each ; and (ii) such Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities as set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans loans, or to provide such other facilities, as the case may be, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Lack of Reliance on the Administrative Agent. Each of the Lenders, the Swingline Lender and the Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder, 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 Loan Parties. Each Lender and the Issuing Bank represents and warrants to the Administrative Agent that (i) the Loan Documents set forth the terms of a commercial lending facility and certain other facilities set forth herein and (ii) it is engaged in making, acquiring or holding commercial loans loans, issuing or participating in letters of credit or providing other similar facilities in the ordinary course and is entering into this Agreement as a Lender or the Issuing Bank for the purpose of making, acquiring or holding commercial loans loans, issuing or participating in letters of credit and providing other facilities set forth herein as may be applicable to such LenderLender or the Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing. Each Lender and the Issuing Bank represents and warrants to the Administrative Agent that it is sophisticated with respect to decisions to make, acquire and/or or hold commercial loans loans, issue or participate in letters of credit and to provide other facilities set forth herein, as may be applicable to such LenderLender or the Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or or hold such commercial loans loans, issue or participate in letters of credit or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans loans, issue or participate in letters of credit or providing such other facilities.. Each of the Lenders and the Issuing Bank acknowledges and agrees that outside legal counsel to the Administrative Agent in connection with the preparation, negotiation, execution, delivery and administration (including any amendments, waivers and consents) of this Agreement and the other Loan Documents is acting solely as counsel to the Administrative Agent and is not acting as counsel to any Lender or the Issuing Bank (other than the Administrative Agent and its Affiliates) in connection with this Agreement, the other Loan Documents or any of the transactions contemplated hereby or thereby. LEGAL02/42400466v16

Lack of Reliance on the Administrative Agent. Each Lender expressly acknowledges that the Administrative Agent has not made any representation or warranty and that not act by the Administrative Agent hereafter taken, including any consent to or acceptance of any assignment or review of the Lendersaffairs of the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Swingline Administrative Agent to any Lender and as to any matter, including whether the Issuing Bank acknowledges Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender Agent and based on such documents and information as it has deemed appropriate, made and shall continue to make (i) its own independent investigation or analysis of the business, prospects, operations, property, financial and other condition of the Borrower and its Subsidiaries in connection with the Loan and the taking or not taking of any action in connection herewith, (ii) its own appraisal or analysis of the credit analysis worthiness of the Borrower, and decision (iii) its own decisions to enter into this Agreement. Each of Agreement and to extend credit to the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking any action under or based on this Agreement, any related agreement or any document furnished Borrower hereunder or thereunder, and to make such other decisions or investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesBorrower. The Administrative Agent and each other Lender shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any information with respect to this Agreement or the Borrower other than as expressly provided herein. Each Lender represents shall, independently and warrants that without reliance upon the Administrative Agent or any other Lender and based on such documents and information (iwhich may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the Loan Documents set forth the terms of a commercial lending facility and (ii) extent to which it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement will continue as a Lender for the purpose of makingor assign or otherwise transfer its rights, acquiring or holding commercial loans interests and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilitiesobligations hereunder.

Lack of Reliance on the Administrative Agent. Each of the Lenders, the Swingline Lender Swing Bank and the Issuing Bank Banks acknowledges that it has, independently and without reliance upon the Administrative Agent, the Issuing Bank Banks or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders, the Swingline Lender Swing Bank and the Issuing Bank Banks also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank Banks or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder, 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 . Each of the Loan Parties. Each Lender Lenders, the Swing Bank and the Issuing Banks represents and warrants to the Administrative Agent that (i) the Loan Documents set forth the terms of a commercial lending facility and certain other facilities set forth herein and (ii) it is engaged in making, acquiring or holding commercial loans loans, issuing or participating in letters of credit or providing other similar facilities in the ordinary course and is entering into this Agreement as a Lender Lender, Swing Bank or Issuing Bank for the purpose of making, acquiring or holding commercial loans loans, issuing or participating in letters of credit and providing other facilities set forth herein as may be applicable to such Lender, Swing Bank or Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender Lender, the Swing Bank and each Issuing Bank agrees not to assert a claim in contravention of the foregoing. Each Lender Lender, the Swing Bank and each Issuing Bank represents and warrants to the Administrative Agent that it is sophisticated with respect to decisions to make, acquire and/or or hold commercial loans loans, issue or participate in letters of credit and to provide other facilities set forth herein, as may be applicable to such Lender, such Swing Bank or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or or hold such commercial loans loans, issue or participate in letters of credit or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans loans, issue or participate in letters of credit or providing such other facilities.

Lack of Reliance on the Administrative Agent. Each Lender (and Bank Product Provider) expressly acknowledges (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the Lendersaffairs of the Loan Parties and their Subsidiaries, shall be deemed to constitute any representation or warranty by the Swingline Administrative Agent to any Lender or any Bank Product Provider. Each Lender represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) to the Issuing Bank acknowledges Administrative Agent that it has, independently and without reliance upon the Administrative Agent, the Issuing Bank Agent or any other Lender (or any Bank Product Provider), and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of, and decision to enter into this Agreement. Each of the Lendersinvestigation into, the Swingline Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder, 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 Loan PartiesParties and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender represents Independently and warrants that without reliance upon the Administrative Agent, each Lender, each Bank Product Provider and the holder of each Note (to the extent applicable), to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the Loan Documents set forth financial condition and affairs of Holdings and its Subsidiaries in connection with the terms making and the continuance of a commercial lending facility the Loans and the taking or not taking of any action in connection herewith and (ii) it is engaged its own appraisal of the creditworthiness of Holdings and its Subsidiaries and, except as expressly provided in makingthis Agreement, acquiring the Administrative Agent shall not have any duty or holding commercial loans responsibility, either initially or on a continuing basis, to provide any Lender, any Bank Product Provider or the holder of any Note (to the extent applicable) with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. The Administrative Agent shall not be responsible to any Lender, any Bank Product Provider or the holder of any Note (to the extent applicable) for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the ordinary course and is entering into execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement as a Lender for or any other Loan Document or the purpose financial condition of makingHoldings or any of its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, acquiring provisions or holding commercial loans and providing conditions of this Agreement or any other facilities set forth herein as may be applicable to such LenderLoan Document, or the financial condition of Holdings or any of its Subsidiaries or the existence or possible existence of any Default or Event of Default, and shall not for have any duty or responsibility to provide any Lender or any Bank Product Provider with any credit or other information concerning the purpose business, assets, operations, properties, financial condition, prospects or creditworthiness of purchasingHoldings, acquiring the Loan Parties or holding any other type of financial instrumenttheir Subsidiaries that may come into the possession of the Administrative Agent or any of its officers, and each Lender agrees directors, employees, agents, attorneys-in-fact or affiliates. The Administrative Agent shall not be responsible or have any liability for, or have any duty to assert a claim in contravention ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lender. Without limiting the generality of the foregoing. Each , the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender represents and warrants that it or Participant or prospective Lender or Participant is sophisticated a Disqualified Lender or (y) have any liability with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either itor arising out of any assignment or participation of Loans or Revolver Commitments, or the Person exercising discretion in making its decision disclosure of confidential information, to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilitiesany Disqualified Lender.

Lack of Reliance on the Administrative Agent. Each of the Lenders, the Swingline Lender and the Issuing Bank acknowledges that it has, independently Independently and without reliance upon the Administrative Agent or the Collateral Agent, each Lender and each Bank Product Provider, to the Issuing Bank extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Administrative Borrower and its Restricted Subsidiaries in connection with the purchase of the Loan, the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Administrative Borrower and its Restricted Subsidiaries and, except as expressly provided in this Agreement, neither the Administrative Agent nor the Collateral Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or any Bank Product Provider with any credit or other Lender and based on such documents and information as it has deemed appropriatewith respect thereto, made whether coming into its own credit analysis and decision to enter into this Agreementpossession before the making of the Loans or at any time or times thereafter. Each of the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder, 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 Loan Parties. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, Lenders and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender Bank Product Provider represents and warrants that it is sophisticated has reviewed each document made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof (including any such terms and conditions set forth, or otherwise maintained, on the Platform with respect thereto). None of the Administrative Agent or the Collateral Agent shall be responsible to decisions any Lender or any Bank Product Provider for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of the Administrative Borrower or any of its Subsidiaries or be required to makemake any inquiry concerning either the performance or observance of any of the terms, acquire and/or hold commercial loans and to provide provisions or conditions of this Agreement or any other facilities set forth herein, as may be applicable to such Lender, and either itCredit Document, or the financial condition of the Administrative Borrower or any of its Subsidiaries or the existence or possible existence of any Default or Event of Default. Neither the Administrative Agent nor the Collateral Agent shall be deemed not to have knowledge of any Default unless and until written notice describing such Default is given to such Person exercising discretion in making its decision by the Administrative Borrower or a Lender. Each party to makethis Agreement acknowledges and agrees that the Administrative Agent and the Collateral Agent may from time to time use one or more outside service providers for the tracking of all UCC financing statements (and/or other collateral related filings and registrations from time to time) required to be filed or recorded pursuant to the Credit Documents and the notification to the Administrative Agent or the Collateral Agent, acquire and/or hold of, among other things, the upcoming lapse or expiration thereof, and that each of such commercial loans or service providers will be deemed to provide such be acting at the request and on behalf of the Borrowers and the other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilitiesCredit Parties.

Lack of Reliance on the Administrative Agent. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, employees, agents, attorneys-in-fact or Affiliates has made any representation or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the Lendersaffairs of the Borrower, any Subsidiary Guarantor or any other Credit Party, shall be deemed to constitute any representation or warranty by the Swingline Administrative Agent to any Lender. Each Lender and represents to the Issuing Bank acknowledges Administrative Agent that it has, independently and without reliance upon the Administrative Agent, the Issuing Bank Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and decision to enter investigation into this Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder, 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 Loan PartiesBorrower, any Subsidiary Guarantor and any other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement. Each Independently and without reliance upon the Administrative Agent, each Lender represents and warrants that the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the Loan Documents set forth financial condition and affairs of Holdings and its Subsidiaries in connection with the terms making and the continuance of a commercial lending facility the Loans and the taking or not taking of any action in connection herewith and (ii) it is engaged its own appraisal of the creditworthiness of Holdings and its Subsidiaries and, except as expressly provided in makingthis Agreement, acquiring the Administrative Agent shall not have any duty or holding commercial loans responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. The Administrative Agent shall not be responsible to any Lender or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, Table of Contents certificate or other writing delivered in connection herewith or for the ordinary course and is entering into execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type Credit Document or the financial condition of financial instrument, and each Lender agrees not Holdings or any of its Subsidiaries or be required to assert a claim in contravention make any inquiry concerning either the performance or observance of any of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to maketerms, acquire and/or hold commercial loans and to provide provisions or conditions of this Agreement or any other facilities set forth herein, as may be applicable to such Lender, and either itCredit Document, or the Person exercising discretion in making financial condition of Holdings or any of its decision to make, acquire and/or hold such commercial loans Subsidiaries or to provide such other facilities, is experienced in making, acquiring the existence or holding such commercial loans possible existence of any Default or providing such other facilitiesEvent of Default.

Lack of Reliance on the Administrative Agent. Each of the Lenders, the Swingline Lender and the Issuing Bank acknowledges that it has, independently Independently and without reliance upon the Administrative Agent or the Collateral Agent, each Lender and each Bank Product Provider, to the Issuing Bank extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Administrative Borrower and its Restricted Subsidiaries in connection with the purchase of the Loan, the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Administrative Borrower and its Restricted Subsidiaries and, except as expressly provided in this Agreement, neither the Administrative Agent nor the Collateral Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or any Bank Product Provider with any credit or other Lender and based on such documents and information as it has deemed appropriatewith respect thereto, made whether coming into its own credit analysis and decision to enter into this Agreementpossession before the making of the Loans or at any time or times thereafter. Each of the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder, 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 Loan Parties. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, Lenders and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender Bank Product Provider represents and warrants that it is sophisticated has reviewed each document made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof (including any such terms and conditions set forth, or otherwise maintained, on the Platform with respect thereto). None of the Administrative Agent or the Collateral Agent shall be responsible to decisions any Lender or any Bank Product Provider for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of the Administrative Borrower or any of its Subsidiaries or be required to makemake any inquiry concerning either the performance or observance of any of the terms, acquire and/or hold commercial loans and to provide provisions or conditions of this Agreement or any other facilities set forth herein, as may be applicable to such Lender, and either itCredit Document, or the financial condition of the Administrative Borrower or any of its Subsidiaries or the existence or possible existence of any Default or Event of Default. Neither the Administrative Agent nor the Collateral Agent shall be deemed not to have knowledge of any Default unless and until written notice describing such Default is given to such Person exercising discretion in making its decision by the Administrative Borrower or a Lender. Each party to makethis Agreement acknowledges and agrees that the Administrative Agent and the Collateral Agent may from time to time use one or more outside service providers for the tracking of all UCC financing statements (and/or other collateral related filings and registrations from time to time) required to be filed or recorded pursuant to the Credit Documents and the notification to the Administrative Agent or the Collateral Agent, acquire and/or hold of, among other ​ ​ things, the upcoming lapse or expiration thereof, and that each of such commercial loans or service providers will be deemed to provide such be acting at the request and on behalf of the Borrowers and the other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilitiesCredit Parties.

Lack of Reliance on the Administrative Agent. Each of the Lenders, the Swingline Lender and the Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder, 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 Loan Parties. Each Lender represents and warrants to the Administrative Agent that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants to the Administrative Agent that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each of the Lenders acknowledges and agrees that outside legal counsel to the Administrative Agent in connection with the preparation, negotiation, execution, delivery and administration (including any amendments, waivers and consents) of this Agreement and the other Loan Documents is acting solely as counsel to the Administrative Agent and is not acting as counsel to any Lender (other than the Administrative Agent and its Affiliates) in connection 119 with this Agreement, the other Loan Documents or any of the transactions contemplated hereby or thereby.