Common use of Lenders’ Representations, Warranties and Acknowledgment Clause in Contracts

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the Subsidiaries in connection with the Loans and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the Subsidiaries. The Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on any Credit Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative Agent, the Requisite Lenders or the Lenders, as applicable, on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Restricted Subsidiaries in connection with the Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Restricted Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or Agreement, an Assignment and Assumption or a Joinder Agreement and funding its Loan Loans on or after the Effective Date or by the funding of any Credit DateNew Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders Issuing Bank or the LendersLender, as applicable, applicable on the Closing DateEffective Date or as of the date of funding of such New Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation investigation, without reliance upon any Agent or any other Person, of the financial condition and affairs of the Borrower and the Subsidiaries Credit Parties in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the SubsidiariesCredit Parties. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan Loans on any Credit the Initial Funding Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Transaction Document and each other document required to be approved by the Administrative Agent, the Requisite Lenders or the LendersLenders or delivered to any Agent, as applicable, on the Closing Initial Funding Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Parent Borrower and the its Subsidiaries in connection with the Term Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Parent Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Term Loans or at any time or times thereafter, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan on any Credit Date, the Closing Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement or a Joinder Agreement and funding its Loan Loan, on any Credit the Closing Date or the Increased Amount Date, as applicable, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Required Lenders or the Lenders, as applicable, applicable on the Closing Date or the Increased Amount Date, as applicable.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Borrowings hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding or holding any of its Loan Loans and accepting its Commitments on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative Agent, the Requisite Lenders Agent or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Borrowings hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding or holding any of its Loan Loans and accepting its Commitments on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative Agent, the Requisite Lenders Agent or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Term Loans or at any time or times thereafter, and the Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative Agent, the Requisite Required Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Tranche A Term Loan, Tranche B Term Loan and/or Revolving Loans on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the its Revolving Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the SubsidiariesCalGen Companies. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Revolving Loans or at any time or times thereafter, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on any Credit DateAgreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Revolving Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the Subsidiaries Group in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the SubsidiariesGroup. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement hereto or an Assignment Agreement or a Joinder Agreement and funding its Loan on any Credit DateRevolving Loans or Incremental Revolving Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Required Lenders or the Lenders, as applicable, applicable on the Closing DateDate or as of the date of funding of such Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Parent and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Parent and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement or Accession Agreement, as applicable, and funding its Loan Revolving Loans, if any, on any Credit the Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Effective Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Borrowers and the their Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Borrowers and the their Subsidiaries. The Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Term Loans or at any time or times thereafter, and the Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan Lender on any Credit Date, the Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative Agent, the Requisite Required Lenders or the Lenders, as applicable, applicable on the Closing Effective Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Term Loans or at any time or times thereafter, and the Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative Agent, the Requisite Required Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or Agreement, an Assignment or a Joinder Agreement and funding its Tranche C Term Loan and/or Revolving Loans on the Closing Date or by the funding of any Credit DateNew Term Loans or New Revolving Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing DateDate or as of the date of funding of such New Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the its First Priority Term Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the SubsidiariesCalGen Companies. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the First Priority Term Loans or at any time or times thereafter, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its First Priority Term Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit First Priority Term Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Company and the its Restricted Subsidiaries in connection with the its Term Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Company and the its Restricted Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Term Loans or at any time or times thereafter, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Initial Term Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Term Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Tranche A Term Loan, Tranche B Term Loan and/or a Revolving Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its applicable Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement, or consenting to the amendment and restatement of the Fifth Restated Credit Agreement or an Assignment Agreement and funding its Loan becoming a party hereto on any Credit Date, or after the Closing Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment a Joinder Agreement and funding its Term Loan and/or a Revolving Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions and conversions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans any Credit Extension or at any time or times thereafter, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on any Credit Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower NewPageHoldCo and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower NewPageHoldCo and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan Revolving Loans on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender at any time a party hereto represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Company and the its Subsidiaries in connection with the Loans Loan made hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Company and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Term Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Term Loans or at any time or times thereafter, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan on any Credit Date, the Closing Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan and/or Revolving Loans on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement, an Assignment Agreement or an Assignment a Joinder Agreement and funding its Tranche C Term Loan on the Effective Date or by the funding of any Credit Date, Revolving Loans or New Term Loans shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing DateEffective Date or as of the date of such assignment or funding of such New Term Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement, an Assignment Agreement or an Assignment a Joinder Agreement and funding its Loan on the Closing Date, or by the funding of any Credit DateNew Term Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing DateDate or as of the date of funding of such New Term Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the making of Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or delivering its signature page to an Assignment Agreement and funding its Loan on any Credit Date, Assumption shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Required Lenders or the Lenders, as applicable, on the Closing DateDate or as of the date such Person becomes a Lender hereunder.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the each Borrower and the Subsidiaries each Subsidiary of each Borrower in connection with the Loans Borrowing hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the each Borrower and the Subsidiarieseach Subsidiary of each Borrower. The Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans Term Loan or at any time or times thereafter, and the Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding or holding any of its Loan Term Loan, on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative Agent, the Requisite Lenders Agent or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Company and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Company and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan, and/or a Revolving Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the Subsidiaries in connection with the Loans and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the Subsidiaries. The Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on any Credit the Funding Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative Agent, the Requisite Lenders or the Lenders, as applicable, on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document (it being agreed that as of the Closing Date, the only Credit Document is this Agreement) and each other document required to be approved delivered by the Administrative Agent, the Requisite Lenders or the Lenders, as applicable, on the Closing DateBorrower to such Lender pursuant to Section 3.1.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Parent and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Parent and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan and/or Revolving Loans on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Company and the its Subsidiaries in connection with the making of Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Company and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Term Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Term Loans or at any time or times thereafter, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan Term Loans on any Credit Date, the applicable Borrowing Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, on the Closing such Borrowing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Company and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Company and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the LendersLenders or otherwise disclosed to such Lender. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan Revolving Loans on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing DateDate and posted to IntraLinks.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Company and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Company and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan and/or Revolving Loans on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Credit Parties and the OZ Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Credit Parties and the OZ Subsidiaries. The Administrative Agent and Collateral Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative Agent and Collateral Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or Agreement, an Assignment Agreement and funding its Loan on any Credit DateAgreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative Agent, the Collateral Administrative Agent, Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Company and the its Subsidiaries in connection with the Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Company and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan on any Credit Date, the Closing Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Company and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Company and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan and/or Revolving Loans on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing DateDate and posted to IntraLinks.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender and Issuing Bank represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Parent and the its Subsidiaries in connection with the Loans made and Letters of Credit issued hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Parent and the its Subsidiaries. The Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or Issuing Bank or to provide any Lender or Issuing Bank 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, and the Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the LendersLenders or Issuing Bank. (b) Each LenderLender and Issuing Bank, by delivering its signature page to this Agreement or an Assignment and Assumption Agreement and funding its Loan on any Loans or issuing its Letters of Credit Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the any Administrative Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing DateDate or as of the date of funding of such Loans or Letter of Credit Extension, as applicable.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Revolving Loans or at any time or times thereafter, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Revolving Loan on any Credit Date, the Closing Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement, an Assignment Agreement or an Assignment a Joinder Agreement and funding its Closing Date Term Loan and/or a Revolving Loan on the Closing Date or by the funding of any Credit DateNew Term Loans or New Revolving Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing DateDate or as of the date of funding of such New Term Loans or New Revolving Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement, or consenting to the amendment and restatement of the Sixth Restated Credit Agreement or an Assignment Agreement and funding its Loan becoming a party hereto on any Credit Date, or after the Closing Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or Agreement, an Assignment and Acceptance or a Joinder Agreement and funding its Term Loan on any Credit Date, the Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Effective Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement, an Assignment Agreement or an Assignment a Joinder Agreement and funding its Tranche B Term Loan and/or Revolving Loans on the Closing Date or by the funding of any Credit DateNew Term Loans or New Revolving Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing DateDate or as of the date of funding of such New Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Company and the its Subsidiaries in connection with the making of Loans or the issuing or renewal of a Letter of Credit hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Company and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on any Credit DateAgreement, as applicable, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Required Lenders or the Lenders, as applicable, applicable on the Effective Date, the Closing DateDate or as of the date of funding of such Incremental Term Loans or providing such Commitment Increase.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Borrowings hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding or continuing any of its Term Loans, or Revolving Loans and accepting its Revolving Credit Commitments and Overadvance Loan Commitments on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative Agent, the Requisite Lenders Agent or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement, an Assignment Agreement or an Assignment a Joinder Agreement and funding its Term Loan and/or Revolving Loans on the Closing Date or by the funding of any Credit DateNew Term Loans or New Revolving Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing DateDate or as of the date of funding of such New Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower AcquisitionCo and the its Subsidiaries in connection with the Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower AcquisitionCo and the its Subsidiaries. The Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on any Credit DateAgreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan and/or Revolving Loans on any Credit Date, the Closing Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment a Joinder Agreement and funding its Term Loan and/or Revolving Loans on the Effective Date or by the funding of any Credit DateNew Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing DateEffective Date or as of the date of funding of such New Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement, an Assignment Agreement or an Assignment a Joinder Agreement and funding its Loan Loans on the Closing Date, or by the funding of any Credit DateIncremental Term Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Required Lenders or the Lenders, as applicable, applicable on the Closing DateDate or as of the date of funding of such Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement, an Assignment Agreement or an Assignment a Joinder Agreement and funding its Loan on Revolving Loans or by the funding of any Credit DateNew Revolving Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Datedate of funding of such Revolving Loans or New Revolving Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Tranche B Term Loan and/or Revolving Loans on the Closing Date or by the funding of any Credit DateNew Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing DateDate or as of the date of funding of such New Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative Agent Agents shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative Agent Agents shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each LenderLender on the Closing Date, and each other Lender by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on any Credit DateAgreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date. (c) Each Lender wishing to be public-side must designate a person or proxy who is available to review and execute upon Nonpublic Information.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Term Loans or at any time or times thereafter, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on any Credit Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement, an Assignment Agreement or an Assignment a Joinder Agreement and funding its Loan Loans on the Closing Date or by the funding of any Credit DateIncremental Term Loans or Incremental Revolving Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Required Lenders or the Lenders, as applicable, applicable on the Closing DateDate or as of the date of funding of such Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders.. 107 (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Tranche B Term Loan and/or a Revolving Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. 120 (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan Credit-Linked Deposit and/or Revolving Loans on any Credit Date, the Closing Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Company and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own 102 appraisal of the creditworthiness of the Borrower Company and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan and/or a Revolving Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Borrowers and the their Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Borrowers and the their Subsidiaries. The Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Term Loans or at any time or times thereafter, and the Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan Lender on any Credit Date, the Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Effective Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holding and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holding and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan B and/or a Revolving Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of of, or the completeness of of, any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement a Joinder and funding its Term Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders Required Lenders, or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or Agreement, an Assignment Agreement and funding its Loan on any Credit DateLoans, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders, Lenders or the LendersIssuing Banks, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) 13.4.1. Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) 13.4.2. Each Lender, by delivering its signature page to this Agreement, an Assignment Agreement or an Assignment a Joinder Agreement and funding its Loan on the Closing Date or by the funding of any Credit DateIncremental Term Loans, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Required Lenders or the Lenders, as applicable, on the Closing DateDate or as of the date of funding of such Incremental Term Loans. 13.4.3. Each Lender acknowledges that Borrower may purchase Loans and/or Commitments hereunder from Lenders from time to time, subject to the restrictions set forth in Section 14.3.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, thereafter and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan and/or Revolving Loans on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, of and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the making of Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement, an Assignment Agreement or an Assignment Agreement Incremental Facility Amendment and funding its Loan Loans on the Closing Date or on any Credit Date, Incremental Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date or such Incremental Effective Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty A&R FIRST LIEN CREDIT AND GUARANTY AGREEMENT or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment a Joinder Agreement and funding its Tranche C Term Loan and/or Revolving Loans on the Effective Date or by the funding of any Credit DateNew Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing DateEffective Date or as of the date of funding of such New Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the Subsidiaries Exela Parties in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the SubsidiariesExela Parties. The Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment and Acceptance Agreement and funding its Loan on any Credit DateLoans hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Transaction Document and each other document required to be approved by the Administrative Agent, the Requisite Required Lenders or the Lenders, as applicable, applicable on the Closing DateDate or as of the date of funding of such new Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on any Credit DateLoans, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative Agent shall not have any no duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative Agent shall not have any no responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative Agent, the Requisite Required Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Interim Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Company and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Company and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Tranche B Term Loan and/or a Revolving Loan on any Credit the Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Effective Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Company and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Company and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan and/or a Revolving Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Parent Borrower and the its Subsidiaries in connection with the Term Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Parent Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Term Loans or at any time or times thereafter, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan on any Credit Date, the Original Closing Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Original Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Parent Borrower and the its Subsidiaries in connection with the Term Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Parent Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Term Loans or at any time or times thereafter, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders.. 86 (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan on any Credit Date, the Closing Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Company and the its Subsidiaries in connection with the its Term Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Company and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Term Loans or at any time or times thereafter, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Term Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the making of Loans or the issuing or renewal of a Letter of Credit hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on any Credit DateAgreement, as applicable, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Required Lenders or the Lenders, as applicable, applicable on the Closing DateDate or as of the date of funding of such Incremental Revolving Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Company and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Company and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Tranche A Term Loan, Tranche B Term Loan and/or a Revolving Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the Subsidiaries Group Members in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Parent and its Subsidiaries and the Subsidiariesother Group Members. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or Agreement, an Assignment Agreement or a joinder agreement and funding its Loan on any the applicable Credit Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing DateAmendment Effective Date or as of the date of such Assignment or joinder agreement.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement Agreement, or an Assignment Agreement consenting to the amendment and restatement of the Fourth Restated Credit Agreement, or funding its Term Loan on any Credit Date, the Closing Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment a Joinder Agreement and funding its U.S. Term Loan, European Term Loan and/or Revolving Loans on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its respective Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement Agreement, or an Assignment Agreement or a Joinder Agreement and funding its Loan on any Credit DateTranche A Term Loan, New Term Loans and/or Revolving Loans shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicableapplicable on the Original Closing Date, on the Closing DateRestatement Date or as of the date of funding of such New Term Loans and/or Revolving Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or Agreement, an Assignment or a Joinder Agreement and funding its Tranche B Term Loan and/or Revolving Loans on the Closing Date or by the funding of any Credit DateNew Term Loans or New Revolving Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing DateDate or as of the date of funding of such New Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on any Credit Date, the Closing Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement, an Assignment Agreement or an Assignment a Joinder Agreement and funding its Loan Loans on the Closing Date or by the funding of any Credit DateIncremental Revolving Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Required Lenders or the Lenders, as applicable, applicable on the Closing DateDate or as of the date of funding of such Loans.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower SuperHoldCo and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower SuperHoldCo and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan Loans on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Parent, Borrower and the their respective Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Parent, Borrower and the their respective Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement Agreement, or an Assignment Agreement or a Joinder Agreement and funding its Loan on any Credit DateTerm Loan, New Term Loans and/or Revolving Loans shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Original Closing Date and on the Restatement Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Company and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Company and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Tranche B Term Loan and/or a Revolving Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.. 136 CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Parent and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Parent and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan Amount and/or a Revolving Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other 100 107 document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Holdings and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Holdings and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Tranche F Term Loan and/or a Revolving Loan on any Credit the Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Effective Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan Term Loan, Synthetic LC Deposit and/or Revolving Loans on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower Company and the its Subsidiaries in connection with the Loans Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Company and the its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender 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, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Bridge Loan on any Credit the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative any Agent, the Requisite Lenders or the Lenders, as applicable, applicable on the Closing Date.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and the Subsidiaries Guarantors in connection with the Loans Loan hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and the SubsidiariesGuarantors. The Administrative No Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans Loan or at any time or times thereafter, and the Administrative no Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. (b) Each Lender, by delivering its signature page to this Loan Agreement or an any Assignment and Assumption Agreement and funding its Loan Advances on any Credit Date, an Advance Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative any Agent, the Requisite Required Lenders or the Lenders, as applicable, on the Closing such Advance Date.