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 Parent and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, or the completeness of, any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Term Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Required Lenders, or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, as of the Closing Date, neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations or any Capital Stock of any Loan Party, and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Party other than the Obligations or Capital Stock described in subclause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, Borrower.

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 Parent Company and its Subsidiaries in connection with the Credit Extensions Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Company and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder an Assignment Agreement and funding its Term Loan Loans on the Closing Date, the Restatement Date or thereafter, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Lenders, Requisite Lenders or Lenders, as applicable on the Closing Date, the Restatement Date or as of the date of its initial funding of such Loans. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Restatement Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or any Capital Stock of any Loan Party, Credit Party and (ii) covenants and agrees that from and after the Closing Restatement Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or Capital Stock described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerAgent.

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 Parent Holdings and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Term Loan and/or Revolving Loans on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Lenders, Requisite Lenders or Lenders, as applicable on the Closing Date. (c) Each Lender (other than Crestline) (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Approved Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or or, except with respect to any Affiliate of Crestline, any Capital Stock of any Loan Party, Credit Party and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Approved Funds shall purchase any trade debt or Indebtedness of any Loan Credit Party (other than the Obligations Obligations) or Capital Stock described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerAgent.

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 Parent Holdings and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Holdings and its Subsidiaries. No Agent shall 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 no Agent shall 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 a Joinder an Assignment Agreement and funding its Term Loan Loans on the Closing Date or other applicable Credit Date, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Lenders, the Requisite Lenders or the Lenders, as applicable applicable, on the Closing Date or as of such other applicable Credit Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, (A) any trade debt obligations or Indebtedness of any Loan Credit Party or any of their respective Subsidiaries or Affiliates (other than the Obligations Obligations) or (B) any Capital Stock of any Loan Party, Credit Party or any of their respective Subsidiaries or Affiliates and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase (A) any trade debt obligations or Indebtedness of any Loan Credit Party other than the Obligations or described in clause (c)(i)(A) above, (B) Capital Stock described in subclause clause (ic)(i)(B) above or (C) ABL Loans, in each case, without the prior written consent of Administrative Agent. (d) Each Lender represents and warrants, as of the date such Person became a Lender party hereto, to, and covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Agents and their respective Affiliates that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans in connection with the Loans or the Commitments; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Xxxxxx’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, and the conditions for exemptive relief thereunder have been satisfied in connection therewith; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of subsections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Xxxxxx’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between Administrative Agent, in its sole discretion, and such Lender. (e) In addition, unless either (i) Section 9.5(d)(i) is true with respect to such Lender or (ii) such Lender has provided another representation, warranty and covenant as provided in Section 9.5(d)(iv), each Lender further represents and warrants, as of the date such Person became a Lender party hereto, to, and covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Agents and their respective Affiliates that: (f) none of the Agents or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by any Agent under this Agreement, any other Credit Document or any documents related hereto or thereto); (g) Administrative Agent andhereby informs the Lenders that such Person is not undertaking to provide impartial investment advice, so long as no Specified Event of Default or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has occurred a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments and is continuingthis Agreement, Borrower(ii) may recognize a gain if it extended the Loans or the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Credit Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

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 Parent the Company and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent the Company and its Subsidiaries. No 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 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 no Administrative Agent shall not have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Term Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Administrative Agent, Required Lenders, Lenders or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations or any Capital CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Stock of any Loan Party, Party and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Party other than the Obligations or Capital Stock described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerAgent.

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 Parent Holdings and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Term Loan on the Closing DateAgreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Lenders, Requisite Lenders or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or any Capital Stock of any Loan Party, Credit Party (other than the Warrants and the Preferred Stock) and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or Capital Stock described in subclause clause (i) above (other than as contemplated by the Warrants and the Preferred Stock) without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerRequisite Lenders.

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 Parent Borrower and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Borrower and its Subsidiaries. No 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 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 no Administrative Agent shall not have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Term Loan on the Closing DateAgreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Administrative Agent, Required Lenders, Lenders or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations or any Capital Stock of any Loan Party, Party and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Party other than the Obligations or Capital Stock described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, Borrowerabove.

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 Parent Holdings and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own Credit and Guaranty Agreement appraisal of the creditworthiness of Parent Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Term Loan and/or Revolving Loans on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Lenders, Requisite Lenders or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or any Capital Stock of any Loan Party, Credit Party and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or Capital Stock described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerAgent.

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 Parent Holdings and its Subsidiaries in connection with the Credit Extensions Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder an Assignment Agreement and funding its Term Loan Loans on the Closing Date, Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Lenders, Requisite Lenders or Lenders, as applicable applicable, on the Closing Date. Notwithstanding anything herein to the contrary, each Lender also acknowledges that the Lien and security interest granted to the Collateral Agent pursuant to the Pledge and Security Agreement and the exercise of any right or remedy by the Collateral Agent thereunder or under any other Collateral Document are subject to the provisions of any Replacement Revolving Intercreditor Agreement. In the event of a conflict between the terms of any Replacement Revolving Intercreditor Agreement (on the one hand), this Agreement or any Collateral Documents (on the other hand), the terms of any Replacement Revolving Intercreditor Agreement shall govern and control. (c) Each In connection with any assignment to or by an Affiliated Lender (i) represents pursuant to this Agreement, such Affiliated Lender shall make representations and warrants warranties to Administrative Agent and the Lenders that, as of the Closing Dateeffective date of such assignment, neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness it is not in possession of any Loan Party other than the information regarding any Credit Party, its assets, its ability to perform its Obligations or any Capital Stock other matter that may be material to a decision by any Lender to enter into any Assignment and Acceptance, or participate in any of the transactions contemplated thereby, that has not previously been disclosed to Administrative Agent and the Lenders. Each Lender acknowledges that Affiliated Lenders are Eligible Assignees hereunder and may purchase Loans hereunder from Lenders from time to time, subject to the restrictions set forth in the definition of Affiliated Lender. (d) Each Lender agrees that at any Loan Partytime, and it possesses, directly or indirectly, the power (i) to vote 15% or more of the Securities having ordinary voting power for the election of directors of Holdings or (ii) covenants to direct or cause the direction of the management and policies of Holdings, whether through the ownership of voting securities or by contract or otherwise, such Lender will be deemed an “Affiliated Lender” for all purposes under this Agreement. Without limiting the generality of the foregoing, each Lender acknowledges and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Party other than the Obligations or Capital Stock described in subclause (i) above without the prior written consent of the Administrative Agent and, so long as it qualifies as an Affiliated Lender, it will not be able (a) to consent to any amendment, modification, waiver, consent or other such action with respect to any of the terms of this Agreement or any other Credit Document, (b) to require any Agent or other Lender to undertake any action (or refrain from taking any action) with respect to this Agreement or any other Credit Document, (c) otherwise vote on any matter related to this Agreement or any other Credit Document, (d) attend any meeting with any Agent or Lender or receive any information from any Agent or Lender or (e) make or bring any claim, in its capacity as Lender, against the Agent or any Lender with respect to the duties and obligations of such Persons under the Credit Documents, but no Specified Event amendment, modification or waiver shall deprive any Affiliated Lender of Default has occurred and is continuing, Borrowerits share of any payments which the Lenders are entitled to share on a pro rata basis 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 Parent Company and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Company and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its portion Term Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Required Lenders, Lenders or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations (including, but not limited to, any ABL Indebtedness) or any Capital Stock of any Loan Party, Party and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Party other than the Obligations (including, but not limited to, any ABL Indebtedness) or Capital Stock described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerCollateral Agent.

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 Parent Holdings and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Term Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Required Lenders, or Lenders, as applicable on the Closing Date[reserved]. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Restatement Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or any Capital Stock of any Loan Party, Credit Party (other than the Capital Stock held by Xxxxxxx Xxxxx & Co.) and (ii) covenants and agrees that from and after the Closing Restatement Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or Capital Stock described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerAgent.

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 Parent Company and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Company and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder an Assignment Agreement and funding its Multi Draw Term Loan on the Closing Date or other applicable Credit Date, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Lenders, Requisite Lenders or Lenders, as applicable on the Closing Date or as of such other applicable Credit Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, (A) any trade debt obligations or Indebtedness of any Loan Credit Party or any of their respective Subsidiaries or Affiliates (other than the Obligations Obligations) or (B) any Capital Stock of any Loan Party, Credit Party or any of their respective Subsidiaries or Affiliates and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase (A) any trade debt obligations or Indebtedness of any Loan WEIL:\96958663\10\71605.0155 Credit Party other than the Obligations described in clause (c)(i)(A) above or (B) Capital Stock described in subclause clause (ic)(i)(B) above above, in each case without the prior written consent of Administrative Agent. (d) Each Lender (x) represents and warrants, as of the Administrative Agent anddate such Person became a Lender party hereto, so long to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Agents and the Lead Arranger and their respective Affiliates that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as no Specified Event modified by Section 3(42) of Default has occurred ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84- 14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, and the conditions for exemptive relief thereunder have been satisfied in connection therewith; (iii) (A) such Lender is continuingan investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), Borrower.(B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this 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 Parent Company and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Company and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder an Assignment Agreement and funding its Term Loan Loans on the Closing DateDate or thereafter, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Lenders, Requisite Lenders or Lenders, as applicable on the Closing DateDate or as of the date of its initial funding of such Loans. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or any Capital Stock of any Loan Party, Credit Party and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or Capital Stock described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerAgent.

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 Parent Holdings and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Tranche A Term Loan, MDTL Term Loan and/or Revolving Loans on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Lenders, Requisite Lenders or Lenders, as applicable on the Closing DateDate and on the date of funding of such Loans. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or any Capital Stock of any Loan Party, Credit Party (other than the Warrants) and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or Capital Stock described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerAgent.

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 Parent Holdings and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Term Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Lenders, Lenders or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or any Capital Stock of any Loan Party, Credit Party and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or Capital Stock described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerAgent.

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 Parent Holdings and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Term Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Lenders, Requisite Lenders or Lenders, as applicable on the Closing Restatement Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Restatement Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or any Capital Stock of any Loan Party, Credit Party and (ii) covenants and agrees that from and after the Closing Restatement Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or Capital Stock described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerAgent.

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 Parent Company and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Company and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Term Loan and/or Revolving Loans on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Service Agent, Required Lenders, Lenders or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations or any Capital Stock of any Loan Party, Party and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Party other than the Obligations or Capital Stock described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerAgent.

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 Parent and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. Except for documents expressly required by any Credit Document to be transmitted by Administrative Agent to the Lenders, no Agent shall have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Credit Party or any Affiliate of any Credit Party that may come in to the possession of such Agent or any of its Agent/Arranger Affiliates. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder an Assignment Agreement and funding its Initial Term Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Lenders, Requisite Lenders or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, as Administrative Agent shall not be deemed to have knowledge or notice of the Closing Date, neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness occurrence of any Loan Party other than the Obligations Default or any Capital Stock of any Loan Party, and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Party other than the Obligations or Capital Stock described in subclause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred unless Administrative Agent shall have received written notice from a Lender or a Borrower referring to this Agreement, describing such Default or Event of Default. Administrative Agent will promptly notify each other Agent and is continuing, BorrowerLender of its receipt of any such notice.

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 Parent Holdings and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Initial Term Loan on the Closing Date and/or by the funding of any Delayed Draw Term Loan on the Delayed Draw Term Loan Borrowing Date, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Required Lenders, Requisite Lenders or Lenders, as applicable on the Closing Date or, as of the Delayed Draw Term Loan Borrowing Date. (c) Each Lender (other than Fortress) (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Approved Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations or or, except with respect to any Capital Stock Affiliate of Fortress, any Equity Interest of any Loan Party, Party and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Approved Funds shall purchase any trade debt or Indebtedness of any Loan Party (other than the Obligations Obligations) or Capital Stock Equity Interests described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerAgent.

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 Parent Borrower and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Borrower and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Initial Term Loan and/or Tranche 2 Term Loan on the Closing DateDate and/or by the funding of any Delayed Draw Term Loan, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and Transaction Document and each other document required to be approved by any Agent, Required Lenders, Requisite Lenders or Lenders, as applicable on the Closing DateDate or as of the date of funding of such Delayed Draw Term Loans. (c) Each Lender (other than Fortress) (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Approved Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations or or, except with respect to any Capital Stock Affiliate of Fortress, any Equity Interest of any Loan Party, Party and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Approved Funds shall purchase any trade debt or Indebtedness of any Loan Party (other than the Obligations Obligations) or Capital Stock Equity Interests described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerAgent.

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 Parent Holdings and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder an Assignment Agreement and funding its Initial Term Loan Loan, Delayed Draw Term Loans and/or Revolving Loans on the Closing Date or applicable Credit Date, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Lenders, Requisite Lenders or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, (A) any trade debt obligations or Indebtedness of any Loan Credit Party other than the Obligations or any of their respective Subsidiaries or Affiliates or (B) any Capital Stock of any Loan Party, Credit Party or any of their respective Subsidiaries or Affiliates and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase (A) any trade debt obligations or Indebtedness of any Loan Credit Party other than the Obligations described in clause (c)(i)(A) above or (B) Capital Stock described in subclause clause (ic)(i)(B) above above, in each case without the prior written consent of Administrative Agent. (d) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Agents and their respective Affiliates that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lxxxxx’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, and the conditions for exemptive relief thereunder have been satisfied in connection therewith; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lxxxxx’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (e) In addition, unless the immediately preceding clause (d)(i) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in the immediately preceding clause (d)(iv), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Agents and their respective Affiliates that: (i) none of the Agents or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by any Agent andunder this Agreement, so long as no Specified Event any Credit Document or any documents related hereto or thereto); (ii) the Person making the investment decision on behalf of Default has occurred such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is continuinga bank, Borroweran insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50,000,000, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E); (iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations); (iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Internal Revenue Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, and is responsible for exercising independent judgment in evaluating the transactions hereunder, and (v) no fee or other compensation is being paid directly to the Agents or any of their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement. (f) The Administrative Agent hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Credit Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents re presents and warrants that it has made its own independent investigation of the financial condition and affairs of Parent Borrower and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Borrower and its Subsidiaries. No 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 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 no Administrative Agent shall not have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Term Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Administrative Agent, Required Lenders, Lenders or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations or any Capital Stock of any Loan Party, Party and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Party other than the Obligations or Capital Stock described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerAgent.

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 Parent Borrower and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Borrower and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, or the completeness of, any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Initial Term Loan Loans on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Required Lenders, or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, as of the Closing Date, neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or any Capital Stock of any Loan Credit Party, and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or Capital Stock described in subclause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerAgent.

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 Parent the Company and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent the Company and its Subsidiaries. No 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 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 no Administrative Agent shall not have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Term Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Administrative Agent, Required Lenders, Lenders or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations or any Capital Stock of any Loan Party, Party and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Party other than the Obligations or Capital Stock described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerAgent.

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 Parent Company and its Subsidiaries in connection with the Credit Extensions Loans made hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Company and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Term Loan Loans on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Required Lenders, Lenders or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations or any Capital Stock of any Loan Party, Party and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Party other than the Obligations or Capital Stock described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerAgent.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants to Administrative Agent that it has made its own independent investigation of the financial condition and affairs of Parent each Loan Party, without reliance upon Administrative Agent or any other Lender and its Subsidiaries based on such documents and information as it has deemed appropriate, in connection with the Credit Extensions Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent and its Subsidiarieseach Loan Party. No 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 advances of the Loans or at any time or times thereafter, and no Administrative Agent shall not have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to the Lenders. Each Lender also acknowledges that it will, independently and without reliance upon Administrative Agent or any other Lender or any of their respective Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectability, sufficiency or value of this Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto, or of the financial condition of any Loan Party, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Loans, the other Loan Documents or the financial condition of any Loan Party, or the existence of any Event of Default or any Default. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder joinder agreement and funding its Term Loan on advancing the Closing DateLoans, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Required Lenders, or Administrative Agent and Lenders, as applicable on the Closing Dateapplicable. (c) Each Lender (i) represents and warrants that, as of the Closing Date, neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations or any Capital Stock of any Loan Party, and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Party other than the Obligations or Capital Stock described in subclause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, Borrower.

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 Parent Holdings and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Holdings and its Subsidiaries. No Neither Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no neither Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Term Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Required Lenders, or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Credit Party (other than the Obligations Obligations) or any Capital Stock of any Loan Party, Credit Party (other than minority interests of Capital Stock of Holdings) and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and or Related Funds shall purchase any trade debt or Indebtedness of any Loan Credit Party (other than the Obligations Obligations) or Capital Stock described in subclause clause (i) above (other than minority interests of Capital Stock of Holdings), in each case, without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerAgent.

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 Parent Holdings and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, or the completeness of, any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Term Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Required Lenders, or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, as of the Closing Date, neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations or any Capital Stock of any Loan Party, and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Party other than the Obligations or Capital Stock described in subclause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, Borrower.

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 Parent Company and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Company and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Term Loan A on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Required Lenders, Lenders or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, except to the extent expressly consented to by Required Lenders, neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations or any Capital Stock of any Loan Party, Party and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Party other than the Obligations or Capital Stock described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerRequired Lenders.

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 Parent Holdings and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Holdings and its Subsidiaries. No Agent shall 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 no Agent shall 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 a Joinder an Assignment Agreement and funding its Term Loan Loans on the Closing Date or other applicable Credit Date, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Lenders, the Requisite Lenders or the Lenders, as applicable applicable, on the Closing Date or as of such other applicable Credit Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, (A) any trade debt obligations or Indebtedness of any Loan Credit Party or any of their respective Subsidiaries or Affiliates (other than the Obligations Obligations) or (B) any Capital Stock of any Loan Party, Credit Party or any of their respective Subsidiaries or Affiliates and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase (A) any trade debt obligations or Indebtedness of any Loan Credit Party other than the Obligations or described in clause (c)(i)(A) above, (B) Capital Stock described in subclause clause (ic)(i)(B) above or (C) ABL Loans, in each case, without the prior written consent of Administrative Agent. (d) Each Lender represents and warrants, as of the date such Person became a Lender party hereto, to, and covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Agents and their respective Affiliates that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans in connection with the Loans or the Commitments; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class GS/Landec – Credit and Guaranty Agreement exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, and the conditions for exemptive relief thereunder have been satisfied in connection therewith; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of subsections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between Administrative Agent, in its sole discretion, and such Lender. (e) In addition, unless either (i) Section 9.5(d)(i) is true with respect to such Lender or (ii) such Lender has provided another representation, warranty and covenant as provided in Section 9.5(d)(iv), each Lender further represents and warrants, as of the date such Person became a Lender party hereto, to, and covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Agents and their respective Affiliates that: (f) none of the Agents or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by any Agent under this Agreement, any other Credit Document or any documents related hereto or thereto); (g) Administrative Agent andhereby informs the Lenders that such Person is not undertaking to provide impartial investment advice, so long as no Specified Event of Default or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has occurred a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments and is continuingthis Agreement, Borrower(ii) may recognize a gain if it extended the Loans or the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Credit Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, deal-away or GS/Landec – Credit and Guaranty Agreement alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

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 Parent and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. Except for documents expressly required by any Credit Document to be transmitted by Administrative Agent to the Lenders, no Agent shall have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Credit Party or any Affiliate of any Credit Party that may come in to the possession of such Agent or any of its Agent/Arranger Affiliates. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder an Assignment Agreement and funding its Initial Term Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Lenders, Requisite Lenders or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, as Administrative Agent shall not be deemed to have knowledge or notice of the Closing Date, neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness occurrence of any Loan Party other than the Obligations Default or any Capital Stock of any Loan Party, and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Party other than the Obligations or Capital Stock described in subclause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred unless Administrative Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default or Event of Default. Administrative Agent will promptly notify each other Agent and is continuing, BorrowerLender of its receipt of any such notice.

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 Parent Company and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Company and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its portion Term Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Required Lenders, Lenders or Lenders, as applicable on the Closing Date. *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations (including, but not limited to, any ABL Indebtedness) or any Capital Stock of any Loan Party, Party and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Party other than the Obligations (including, but not limited to, any ABL Indebtedness) or Capital Stock described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerCollateral Agent.

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 Parent Holdings and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 Closing Date Term Loan or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Term Loan on the Closing Date or Amendment No. 1 on the Amendment No. 1 Effective Date, as applicable, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Lenders, Lenders or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date and Amendment No. 1 Effective Date, as applicable, neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or any Capital Stock of any Loan Party, Credit Party and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or Capital Stock described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerAgent.

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 Parent Holdings and its Subsidiaries in connection with the Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Parent Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of 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 no Agent shall have any responsibility with respect to the accuracy of, of or the completeness of, of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or a Joinder and funding its Term Loan and/or Revolving Loans on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Credit Document and each other document required to be approved by any Agent, Required Lenders, Requisite Lenders or Lenders, as applicable on the Closing Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, Date neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Credit Party other than the Obligations (including, but not limited to, any Permitted Second Lien Refinancing) or any Capital Stock of any Loan Party, Credit Party and (ii) covenants and agrees that from and after the Closing Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Credit Party other than the Obligations (including, but not limited to, any Permitted Second Lien Refinancing) or Capital Stock described in subclause clause (i) above without the prior written consent of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, BorrowerAgent.