Common use of Non-Reliance on Administrative Agent and Other Lenders Clause in Contracts

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates affiliates has made any representations representation or warranties warranty to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Memberthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates Borrower and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that the Borrower which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither each of the Administrative Agent nor any of and its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates affiliates has not made any representations or warranties to it and that no act by the Administrative Agent hereafter or any affiliate thereof hereinafter taken, including any review of the affairs of a Group Member the Borrower or any Affiliate of a Group Memberits Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members and their Borrower or its Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Borrower and their its Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Group Member the Borrower or any Affiliate of a Group Member that its Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member the Borrower, any Guarantor or any Affiliate of a Group Memberother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliates any other Credit Party and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliatesany other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of the Borrower, any Group Member Guarantor or any Affiliate of a Group Member other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations representation or warranties warranty to it and that no act by the Administrative Agent hereafter or any such Person hereinafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Memberthe Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, prospects, operations, propertyproperties, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliates its Subsidiaries and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that Agreement and extend credit to the Borrower hereunder, and (ii) it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under or based upon this Agreement, the other Loan Credit Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertyproperties, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliatesits Subsidiaries. Except for notices, reports as expressly provided in this Agreement and the other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderCredit Documents, the Administrative Agent shall have no duty or responsibility responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyproperties, condition (financial or otherwise), prospects other condition or creditworthiness of any Group Member the Borrower, its Subsidiaries or any Affiliate of a Group Member other Person that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither each of the Administrative Agent nor any of and its officers, directors, employees, agentsAdministrative Agents, attorneys in attorneys-in-fact or Affiliates affiliates has not made any representations or warranties to it and that no act by the Administrative Agent hereafter or any affiliate thereof hereinafter taken, including any review of the affairs of a Group Member any Credit Party or any Affiliate of a Group Membertheir respective Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members and Borrower, the other Credit Parties or their respective Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Borrower, the other Credit Parties and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Group Member the Borrower, the other Credit Parties or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agentsAdministrative Agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that neither none of the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of a Group Member any Loan Party or any Affiliate of a Group Memberthereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent or Agent, the Arranger, any other Lender or any of their Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own credit analysis and decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, the Arranger, any other Lender or any of their Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties. Each Lender and their Affiliatesthe L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the foregoing. Except for noticesEach Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, reports acquire and/or hold commercial loans and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any other facilities set forth herein, as may be applicable to such Lender with any credit or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other information concerning the businessfacilities, operationsis experienced in making, property, condition (financial acquiring or otherwise), prospects holding such commercial loans or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesproviding such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member the Borrower, any Guarantor or any Affiliate of a Group Memberother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliates any other Credit Party and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliatesany other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of the Borrower, any Group Member Guarantor or any Affiliate of a Group Member other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator or any Affiliate of a Group Member, the Backup Servicer shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its interest in the Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator or any Affiliate of a Group Member that the Backup Servicer or the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each Letter of Credit Issuer expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member the Borrower any Guarantor or any Affiliate of a Group Memberother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender, any Letter of Credit Issuer or any of their respective Related Parties. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender Lender, any Letter of Credit Issuer or any of their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower any Guarantor and their Affiliates any other Credit Party and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliatesany other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of the Borrower, any Group Member Guarantor or any Affiliate of a Group Member other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates no Agent-Related Person has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of a Group Member any Credit Party or any Affiliate of a Group Memberthereof, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any LenderLender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Credit Parties and their Affiliates respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own credit analysis and decision to make its Loans hereunder and enter into this AgreementCredit Agreement and to extend credit to the Borrower hereunder. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Credit Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderherein, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Group Member of the Credit Parties or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesshall forward to the Lenders information it receives pursuant to Section 7.1.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates no Agent-Related Person has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of a Group Member any Credit Party or any Affiliate of a Group Memberthereof, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any LenderLender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Group Members Credit Parties and their Affiliates respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own credit analysis and decision to make its Loans hereunder and enter into this AgreementCredit Agreement and to extend credit to the Borrower hereunder. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Credit Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Group Members and their AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderherein, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition (financial or otherwise), prospects or creditworthiness of any Group Member of the Credit Parties or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or AffiliatesAgent-Related Person.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither each of the Administrative Agent nor any of and its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates affiliates has not made any representations or warranties to it and that no act by the Administrative Agent hereafter or any affiliate thereof hereinafter taken, including any review of the affairs of a Group Member any Credit Party or any Affiliate of a Group Membertheir respective Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members and Borrower, the other Credit Parties or their respective Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Borrower, the other Credit Parties and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Group Member the Borrower, the other Credit Parties or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and L/C Issuer expressly acknowledges that neither the Administrative Agent nor L/C Issuer, the Arranger, any of its officers, directors, employees, agents, attorneys in fact or Affiliates other Lender nor any Related Party thereto has made any representations representation or warranties warranty to it such Person and that no act by Administrative Agent, L/C Issuer, the Administrative Agent Arranger or any other Lender hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of a Group Member Borrower or any other Loan Party or any Affiliate of a Group Memberthereof, shall be deemed to constitute any representation or warranty by Administrative Agent, L/C Issuer, the Arranger or any Lender to any other Lender as to any matter, including whether the Administrative Agent to any Lenderor the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and L/C Issuer acknowledges that it has, independently and without reliance upon Administrative Agent, L/C Issuer, the Administrative Agent Arranger or any other Lender or any of their Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliates its Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own credit analysis and decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and L/C Issuer also agrees acknowledges that it will, independently and without reliance upon Administrative Agent, L/C Issuer, the Administrative Agent Arranger or any other Lender or any of their Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to L/C Issuer or the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide L/C Issuer or any Lender with any credit or other information concerning the business, operations, propertyProperty, condition (financial or otherwise), prospects or creditworthiness of any Group Member Borrower or any Affiliate other Loan Party or the value of a Group Member that the Collateral or other Properties of Borrower or any other Loan Party or any other Person which may come into the possession of the Administrative Agent or any of its officersRelated Parties. Each Lender and L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and certain other facilities set forth herein and (ii) it is engaged in making, directorsacquiring or holding commercial loans, employeesissuing or participating in letters of credit or providing other similar facilities in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, agentsacquiring or holding commercial loans, attorneys issuing or participating in fact letters of credit and providing other facilities set forth herein as may be applicable to such Lender or AffiliatesL/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire or hold commercial loans, issue or participate in letters of credit and to provide other facilities set forth herein, as may be applicable to such Lender or L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans, issue or participate in letters of credit or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans, issue or participate in letters of credit or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly and the Issuing Bank acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, Parties and based on such documents and information as it has deemed appropriate, made conducted its own appraisal of, and independent investigation into, of the business, operations, property, financial and other condition and creditworthiness affairs of the Group Members Credit Parties and their Affiliates Subsidiaries and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender further represents and warrants that it has reviewed each document made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof (including any such terms and conditions set forth, or otherwise maintained, on the Platform with respect thereto). Each Lender and the Issuing Bank also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, . Each Lender and the Issuing Bank expressly acknowledge that the Administrative Agent and its Affiliates have not made any representation or warranty to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesit. Except for notices, reports and other documents expressly required by the Loan Documents to be furnished to the Lenders transmitted by the Administrative Agent hereunderto the Lenders or the Issuing Bank, the Administrative Agent shall have no duty or responsibility (either express or implied) to provide any Lender or the Issuing Bank with any credit or other information concerning any Credit Party, including the business, prospects, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Group Member Credit Party or any Affiliate of a Group Member Credit Party, that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member the Borrower, any Guarantor or any Affiliate of a Group Member, other Credit Party shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates Borrower, any Guarantor or any other Credit Party and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesBorrower, any Guarantor or any other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of the Borrower, any Group Member Guarantor or any Affiliate of a Group Member other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any Related Party of its officers, directors, employees, agents, attorneys in fact or Affiliates Administrative Agent has made any representations representation or warranties warranty to it other than as expressly set forth herein, and that no act by the Administrative Agent hereafter or any Related Party thereof hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of a Group Member any Borrower, any Guarantor or any Affiliate of a Group Memberthereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Related Party thereof to any LenderLender as to any matter, including whether Administrative Agent or the Related Parties thereof have disclosed material information in their possession. Each Lender represents to the Administrative Agent acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderherein, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Group Member of the Loan Parties or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of the Administrative Agent or any Related Party of its officers, directors, employees, agents, attorneys in fact or AffiliatesAgent.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuing Bank expressly acknowledges that neither none of the Administrative Agent nor Agent, any Lead Arranger or any of its officers, directors, employees, agents, attorneys in fact or Affiliates their respective Related Parties has made any representations or warranties to it and that no act taken or failure to act by the Administrative Agent hereafter takenAgent, any Lead Arranger or any of their respective Related Parties, including any consent to, and acceptance of any assignment or review of the affairs of a Group Member the Borrower and its Subsidiaries or any Affiliate of a Group Member, Affiliates shall be deemed to constitute any a representation or warranty by of the Administrative Agent Agent, any Lead Arranger or any of their respective Related Parties to any Lender, the Issuing Bank or any other Secured Party as to any matter, including whether the Administrative Agent, any Lead Arranger or any of their respective Related Parties have disclosed material information in their (or their respective Related Parties’) possession. Each Lender and the Issuing Bank expressly acknowledges, represents and warrants to the Administrative Agent and each Lead Arranger that (a) the Loan Documents set forth the terms of a commercial lending facility, (b) it is engaged in making, acquiring, purchasing or holding commercial loans in the ordinary course and is entering into this Agreement and the other Loan Documents to which it is a party as a Lender for the purpose of making, acquiring, purchasing and/or holding the commercial loans set forth herein as may be applicable to it, and not for the purpose of making, acquiring, purchasing or holding any other type of financial instrument, (c) it is sophisticated with respect to decisions to make, acquire, purchase or hold the commercial loans applicable to it and either it or the Person exercising discretion in making its decisions to make, acquire, purchase or hold such commercial loans is experienced in making, acquiring, purchasing or holding commercial loans, (d) it has, independently and without reliance upon the Administrative Agent or Agent, any Lead Arranger, any other Lender or any of their respective Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and appraisal of, and investigation investigations into, the business, prospects, operations, property, assets, liabilities, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliates its Subsidiaries, all applicable bank or other regulatory Applicable Laws relating to the Transactions and the transactions contemplated by this Agreement and the other Loan Documents and (e) it has made its own credit analysis and independent decision to make its Loans hereunder and enter into this AgreementAgreement and the other Loan Documents to which it is a party and to extend credit hereunder and thereunder. Each Lender and the Issuing Bank also agrees acknowledges that (i) it will, independently and without reliance upon the Administrative Agent Agent, any Lead Arranger or any other Lender or any of their respective Related Parties, and based on such documents and information as it shall from time to time deem appropriate, Parties (A) continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, thereunder based on such documents and information as it shall from time to time deem appropriate and its own independent investigations and (B) continue to make such investigation investigations and inquiries as it deems necessary to inform itself as to the business, operations, property, financial Borrower and other condition its Subsidiaries and creditworthiness (ii) it will not assert any claim in contravention of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesthis Section 9.7.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys in attorneys-in- fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member the Borrower, any Guarantor or any Affiliate of a Group Memberother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliates any other Credit Party and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliatesany other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of the Borrower, any Group Member Guarantor or any Affiliate of a Group Member other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys- in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member or the Borrower and/or any Affiliate of a Group Memberother party to the Loan Documents, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliates the other parties to the Loan Documents and made its own credit analysis and decision to make its Loans hereunder hereunder, issue and/or participate in Letters of Credit and enter into this AgreementAgreement and each other Loan Document to which it is a party. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliatesthe other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower or any Affiliate of a Group Member that other party to the Loan Documents which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. (a) Each Lender expressly acknowledges and each L/C Issuer represents and warrants that neither (i) the Administrative Agent nor Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender in the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of its officers, directors, employees, agents, attorneys financial instrument (and each Lender agrees not to assert a claim in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review contravention of the affairs of a Group Member or any Affiliate of a Group Memberforegoing), shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (iii) it has, independently and without reliance upon the Administrative Agent, the Lead Arranger, the Syndication Agent or any other Lender or any of their the Related PartiesParties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its enter into this Credit Agreement as a Lender, and to make, acquire or hold Loans hereunder and enter into this Agreement(iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender and each L/C Issuer also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent, the Lead Arranger, the Syndication Agent or any other Lender Lender, or any of their the Related PartiesParties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Company and its Affiliates) as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder. (b) Each Lender, by delivering its signature page to this Credit Agreement on the Effective Date, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to make such investigation as it deems necessary to inform itself as to the businessand approved, operations, property, financial each Loan Document and each other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly document required to be furnished to the Lenders delivered to, or be approved by the Administrative Agent hereunderor satisfactory to, the Administrative Agent shall have no duty or responsibility to provide the Lenders on the Effective Date (i) Each Lender and each L/C Issuer hereby agrees that (A) if the Administrative Agent notifies such Lender or such L/C Issuer that the Administrative Agent has determined in its sole discretion that any funds received by such Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of such L/C Issuer from the Administrative Agent or any of its officersAffiliates (whether as a payment, directorsprepayment or repayment of principal, employeesinterest, agentsfees or otherwise; individually and collectively, attorneys a “Payment”) were erroneously transmitted to such Lender or such L/C Issuer (whether or not known to such Lender or such L/C Issuer), and demands the return of such Payment (or a portion thereof), such Lender or such L/C Issuer shall promptly, but in fact no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or such L/C Issuer to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (B) to the extent permitted by applicable Law, such Lender or such L/C Issuer shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of setoff or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender or L/C Issuer under this Section 9.07(c) shall be conclusive, absent manifest error. (ii) Each Lender and each L/C Issuer hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (A) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (B) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender and each L/C Issuer agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender or such L/C Issuer shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or such L/C Issuer to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (iii) The Company hereby agrees that (A) in the event an erroneous Payment (or portion thereof) is not recovered from any Lender or any L/C Issuer that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender or such L/C Issuer with respect to such amount and (B) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations of the Company hereunder. (iv) Each party’s obligations under this Section 9.07(c) shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender or an L/C Issuer, as applicable, the termination of the Commitments or the repayment, satisfaction or discharge of all obligations of the Company hereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and each L/C Issuer expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, counsel, attorneys in fact or Affiliates other affiliates has made any representations or warranties to it such L/C Issuer or such Lender and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, any other Loan Party or any Affiliate of a Group Memberother Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any L/C Issuer or any Lender. Each Lender represents to of the Administrative Agent Lenders and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or Agent, any other Lender or counsel to the Administrative Agent, or any of their Related Partiesrespective officers, directors, employees, agents or counsel, and based on the financial statements of the Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of the Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate, made its own appraisal of, credit and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit legal analysis and decision to make its Loans hereunder and enter into this AgreementAgreement and the transactions contemplated hereby. Each Lender of the Lenders and each L/C Issuer also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, any other Lender or counsel to the Administrative Agent or any of their Related Partiesrespective officers, directors, employees and agents, and based on such review, advice, documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the Loan Documents. The Administrative Agent shall not be required to keep itself informed as to the performance or based upon this Agreement, observance by the Borrower or any other Loan Party of the Loan Documents or any related agreement other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, the Borrower, any other Loan Party or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesSubsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders and any L/C Issuer by the Administrative Agent hereunderunder this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or responsibility to provide any Lender or any L/C Issuer with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrower, any Group Member other Loan Party or any other Affiliate of a Group Member that thereof which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or other Affiliates. Each of the Lenders and each L/C Issuer acknowledges that the Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent and is not acting as counsel to any Lender or any L/C Issuer.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys in fact or Affiliates has have made any representations or warranties to it and that no act by the Administrative Agent previously or hereafter taken, including any review of the affairs of a Group Member Loan Party or any Affiliate of a Group MemberLoan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender also represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement or any Specified Hedge Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderSpecified Hedge Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to disclose or otherwise provide to any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Loan Party or any Affiliate of a Group Member Loan Party that may come into the possession of the Person serving as Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or AffiliatesAffiliates in any capacity.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each Issuing Lender expressly acknowledges that neither none of the Administrative Agent nor Agent, any Arranger or any of its officers, directors, employees, agents, attorneys in fact or Affiliates their respective Related Parties has made any representations or warranties to it and that no act taken or failure to act by the Administrative Agent hereafter takenAgent, any Arranger or any of their respective Related Parties, including any consent to, and acceptance of any assignment or review of the affairs of a Group Member the Consolidated Companies and their Subsidiaries or any Affiliate of a Group Member, Affiliates shall be deemed to constitute any a representation or warranty by of the Administrative Agent Agent, any Arranger or any of their respective Related Parties to any Lender, any Issuing Lender or any other Secured Party as to any matter, including whether the Administrative Agent, any Arranger or any of their respective Related Parties have disclosed material information in their (or their respective Related Parties’) possession. Each Lender and each Issuing Lender expressly acknowledges, represents and warrants to the Administrative Agent and each Arranger that (a) the Loan Documents set forth the terms of a commercial lending facility, (b) it is engaged in making, acquiring, purchasing or holding commercial loans in the ordinary course and is entering into this Agreement and the other Loan Documents to which it is a party as a Lender for the purpose of making, acquiring, purchasing and/or holding the commercial loans set forth herein as may be applicable to it, and not for the purpose of making, acquiring, purchasing or holding any other type of financial instrument, (c) it is sophisticated with respect to decisions to make, acquire, purchase or hold the commercial loans applicable to it and either it or the Person exercising discretion in making its decisions to make, acquire, purchase or hold such commercial loans is experienced in making, acquiring, purchasing or holding commercial loans, (d) it has, independently and without reliance upon the Administrative Agent or Agent, any Arranger, any other Lender or any of their respective Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and appraisal of, and investigation investigations into, the business, prospects, operations, property, assets, liabilities, financial and other condition and creditworthiness of the Group Members Consolidated Companies and their Affiliates Subsidiaries, all applicable bank or other regulatory Applicable Laws relating to the Transactions and the transactions contemplated by this Agreement and the other Loan Documents and (e) it has made its own credit analysis and independent decision to make its Loans hereunder and enter into this AgreementAgreement and the other Loan Documents to which it is a party and to extend credit hereunder and thereunder. Each Lender and each Issuing Lender also agrees acknowledges that (i) it will, independently and without reliance upon the Administrative Agent Agent, any Arranger or any other Lender or any of their respective Related Parties, and based on such documents and information as it shall from time to time deem appropriate, Parties (A) continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, thereunder based on such documents and information as it shall from time to time deem appropriate and its own independent investigations and (B) continue to make such investigation investigations and inquiries as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Consolidated Companies and their Affiliates. Except for notices, reports Subsidiaries and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide (ii) it will not assert any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness claim in contravention of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesthis Section 11.7.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent Lenders acknowledges that it has, independently and without reliance upon the Administrative Agent Agent, any Arranger or any other Lender or any of their Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender of the Lenders also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger or any other Lender or any of their Related PartiesParties 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 any related agreement or any document furnished hereunder or thereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Borrower. Each Lender represents and their Affiliateswarrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Except for noticesEach Lender represents and warrants that it is sophisticated with respect to decisions to make, reports acquire and/or hold commercial loans and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other information concerning the businessfacilities, operationsis experienced in making, property, condition (financial acquiring or otherwise), prospects holding such commercial loans or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesproviding such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. (a) Each Lender expressly and each Issuing Bank acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent Agent, any Joint Bookrunner or any other Lender or Issuing Bank, or any of their the Related PartiesParties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender and each Issuing Bank also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Joint Bookrunner or any other Lender or Issuing Bank, or any of their the Related PartiesParties of any of the foregoing, and based on such documents and information as it shall from time to time deem appropriate, which may include, in each case: (i) the financial condition, status and capitalization of the Borrower and each other Loan Party; (ii) the legality, validity, effectiveness, adequacy or enforceability of this Agreement and each other Loan Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Loan Document; (iii) determining compliance or non-compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; and (iv) the adequacy, accuracy and/or completeness of any information delivered by the Administrative Agent, any Joint Bookrunner, any other Lender or Issuing Bank, or by any of the Related Parties of any of the foregoing, under or in connection with this Agreement or any other Loan Document, the transactions contemplated hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Loan Document, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder. (b) Each Lender, by delivering its signature page to this Agreement and funding its Loans on the Effective Date, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to make such investigation as it deems necessary to inform itself as to the businessand approved, operations, property, financial each Loan Document and each other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly document required to be furnished delivered to, or be approved by or satisfactory to, any Agent or the Lenders on the Effective Date. Each Secured Party, whether or not a party hereto, will be deemed by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents to have agreed to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness provisions of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesthis Article.

Non-Reliance on Administrative Agent and Other Lenders. (a) Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender L/C Issuer represents to the Administrative Agent and warrants that it has, independently and without reliance upon the Administrative Agent Agent, the Arrangers or any other Lender or any of their Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender and L/C Issuer also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the . (b) The Administrative Agent shall not have no any duty or responsibility responsibility, either initially or on a continuing basis, to make any such investigation or any such analysis on behalf of the Lenders or L/C Issuers or to provide any Lender or L/C Issuer with any credit or other information concerning with respect thereto, whether coming into its possession before the businessmaking of the Loans or Letters of Credit or at any time or times thereafter, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of and the Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders or L/C Issuers. Each Lender and L/C Issuer, by delivering its signature page to this Agreement or an Assignment and Assumption 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 the Administrative Agent, Required Lenders or Lenders, as applicable on the Closing Date. (c) Each Lender acknowledges that Borrower and certain Affiliates of its officersthe Loan Parties are Eligible Assignees hereunder and may purchase Term Loans hereunder from Lenders from time to time, directors, employees, agents, attorneys subject to the restrictions set forth in fact or Affiliatesthe definition of “Eligible Assignee” and Sections 2.19 and 2.20.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact counsel, attorneys‑in‑fact or other Affiliates has made any representations or warranties to it such Lender and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, any other Loan Party or any Affiliate of a Group Membertheir respective Subsidiaries or Affiliates, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender represents to of the Administrative Agent Lenders acknowledges that it hashas made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby, independently and without reliance upon the Administrative Agent or Agent, any other Lender or counsel to the Administrative Agent, or any of their Related Partiesrespective officers, directors, employees, agents or counsel, and based on the financial statements of the Borrower, the other Loan Parties, and their respective Subsidiaries and Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of the Borrower, the other Loan Parties, their respective Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness . Each of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender Lenders also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, any other Lender or counsel to the Administrative Agent or any of their Related Partiesrespective officers, directors, employees and agents, and based on such review, advice, documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the Loan Documents. The Administrative Agent shall not be required to keep itself informed as to the performance or based upon this Agreement, observance by the Borrower or any other Loan Party of the Loan Documents or any related agreement other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, the Borrower, any other Loan Party or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesrespective Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunderunder this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrower, any Group Member other Loan Party or any other Subsidiary or Affiliate of a Group Member that thereof which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys attorneys‑in‑fact or other Affiliates. Each of the Lenders acknowledges that the Administrative Agent’s legal counsel in fact or Affiliatesconnection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent and is not acting as counsel to any Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither none of the Administrative Agent nor Agent, the Arranger or any of its officers, directors, employees, agents, attorneys in fact or Affiliates their respective Related Parties has made any representations or warranties to it and that no act taken or failure to act by the Administrative Agent hereafter takenAgent, the Arranger or any of their respective Related Parties, including any consent to, and acceptance of any assignment or review of the affairs of a Group Member the Borrowers and their Subsidiaries or any Affiliate of a Group Member, Affiliates shall be deemed to constitute any a representation or warranty by of the Administrative Agent Agent, the Arranger or any of their respective Related Parties to any LenderLender as to any matter, including whether the Administrative Agent, the Arranger or any of their respective Related Parties have disclosed material information in their (or their respective Related Parties’) possession. Each Lender expressly acknowledges, represents and warrants to the Administrative Agent and the Arranger that (a) the Loan Documents set forth the terms of a commercial lending facility, (b) it is engaged in making, acquiring, purchasing or holding commercial loans in the ordinary course and is entering into this Agreement and the other Loan Documents to which it is a party as a Lender for the purpose of making, acquiring, purchasing and/or holding the commercial loans set forth herein as may be applicable to it, and not for the purpose of making, acquiring, purchasing or holding any other type of financial instrument, (c) it is sophisticated with respect to decisions to make, acquire, purchase or hold the commercial loans applicable to it and either it or the Person exercising discretion in making its decisions to make, acquire, purchase or hold such commercial loans is experienced in making, acquiring, purchasing or holding commercial loans, (d) it has, independently and without reliance upon the Administrative Agent or Agent, the Arranger, any other Lender or any of their respective Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and appraisal of, and investigation investigations into, the business, prospects, operations, property, assets, liabilities, financial and other condition and creditworthiness of the Group Members applicable Borrower and their Affiliates its Subsidiaries, all applicable bank or other regulatory applicable Laws relating to the transactions contemplated by this Agreement and the other Loan Documents and (e) it has made its own credit analysis and independent decision to make its Loans hereunder and enter into this AgreementAgreement and the other Loan Documents to which it is a party and to extend credit hereunder and thereunder. Each Lender also agrees acknowledges that (i) it will, independently and without reliance upon the Administrative Agent Agent, the Arranger or any other Lender or any of their respective Related Parties, and based on such documents and information as it shall from time to time deem appropriate, Parties (A) continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, thereunder based on such documents and information as it shall from time to time deem appropriate and its own independent investigations and (B) continue to make such investigation investigations and inquiries as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrowers and their Affiliates. Except for notices, reports Subsidiaries and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide (ii) it will not assert any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness claim in contravention of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesthis Section 9.07.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator, the Backup Servicer or any Affiliate of a Group Member, the Image File Custodian shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or the Image File Custodian and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its Loans interest in the Notes hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or the Image File Custodian and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any Affiliate of a Group Member that the Image File Custodian or the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither none of the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of a Group Member or any Loan Party of any Affiliate of a Group Memberthereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender as to any matter, including whether the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent or Agent, any Arranger, any other Lender or any of their Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own credit analysis and decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Company hereunder. Each Lender also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, any Arranger, any other Lender or any of their Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties. Each Lender represents and their Affiliateswarrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Except for noticesEach Lender represents and warrants that it is sophisticated with respect to decisions to make, reports acquire and/or hold commercial loans and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other information concerning the businessfacilities, operationsis experienced in making, property, condition (financial acquiring or otherwise), prospects holding such commercial loans or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesproviding such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member the Borrower, the Canadian Borrower, any Guarantor or any Affiliate of a Group Memberother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Canadian Borrower, any Guarantor and their Affiliates any other Credit Party and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Canadian Borrower, any Guarantor and their Affiliatesany other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of the Borrower, the Canadian Borrower, any Group Member Guarantor or any Affiliate of a Group Member other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither each of the Administrative Agent nor any of and its officers, directors, employees, agentsAdministrative Agents, attorneys in attorneys-in-fact or Affiliates affiliates has not made any representations or warranties to it and that no act by the Administrative Agent hereafter or any affiliate thereof hereinafter taken, including any review of the affairs of a Group Member any Credit Party or any Affiliate of a Group Membertheir respective Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members and Borrower, the other Credit Parties or their respective Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Borrower, the other Credit Parties and their respective Affiliates. Except for notices, reports and other documents expressly required to be 77 furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Group Member the Borrower, the other Credit Parties or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agentsAdministrative Agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that neither none of the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of a Group Member or any Loan Party of any Affiliate of a Group Memberthereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent or Agent, the Arrangers, any other Lender or any of their Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own credit analysis and decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, any Arranger, any other Lender or any of their Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties. Each Lender and their Affiliatesthe L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the foregoing. Except for noticesEach Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, reports acquire and/or hold commercial loans and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any other facilities set forth herein, as may be applicable to such Lender with any credit or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other information concerning the businessfacilities, operationsis experienced in making, property, condition (financial acquiring or otherwise), prospects holding such commercial loans or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesproviding such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender ------------------------------------------------------ expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member Loan Party or any Affiliate affiliate of a Group MemberLoan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Loan Party or any Affiliate affiliate of a Group Member Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator or any Affiliate of a Group Member, the Backup Servicer shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its interest in the Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any Affiliate of a Group Member that the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and the L/C Issuer expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, counsel, attorneys in fact or Affiliates other affiliates has made any representations or warranties to it the L/C Issuer or such Lender and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, any other Loan Party or any Affiliate of a Group Memberother Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by the Administrative Agent to the L/C Issuer or any Lender. Each Lender represents to of the Administrative Agent Lenders and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or Agent, any other Lender or counsel to the Administrative Agent, or any of their Related Partiesrespective officers, directors, employees, agents or counsel, and based on the financial statements of the Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of the Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate, made its own appraisal of, credit and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit legal analysis and decision to make its Loans hereunder and enter into this AgreementAgreement and the transactions contemplated hereby. Each Lender of the Lenders and the L/C Issuer also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, any other Lender or counsel to the Administrative Agent or any of their Related Partiesrespective officers, directors, employees and agents, and based on such review, advice, documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the Loan Documents. The Administrative Agent shall not be required to keep itself informed as to the performance or based upon this Agreement, observance by the Borrower or any other Loan Party of the Loan Documents or any related agreement other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, the Borrower, any other Loan Party or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesSubsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders and the L/C Issuer by the Administrative Agent hereunderunder this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or responsibility to provide any Lender or the L/C Issuer with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrower, any Group Member other Loan Party or any other Affiliate of a Group Member that thereof which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or other Affiliates. Each of the Lenders and the L/C Issuer acknowledges that the Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent and is not acting as counsel to any Lender or the L/C Issuer.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender ------------------------------------------------------ expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations representation or warranties warranty to it and that no act by the Administrative Agent or any such Person hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Memberthe Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, prospects, operations, propertyproperties, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliates its Subsidiaries and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that Agreement and extend credit to the Borrower hereunder, and (ii) it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under or based upon this Agreement, the other Loan Credit Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertyproperties, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliatesits Subsidiaries. Except for notices, reports as expressly provided in this Agreement and the other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderCredit Documents, the Administrative Agent shall have no duty or responsibility responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyproperties, condition (financial or otherwise), prospects other condition or creditworthiness of any Group Member the Borrower, its Subsidiaries or any Affiliate of a Group Member other Person that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member Holdings or any Affiliate of a Group Memberits Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Holdings and their Affiliates its Subsidiaries and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Holdings and their Affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the The Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)and other conditions, prospects or creditworthiness of any Group Member Holdings or any Affiliate of a Group Member that its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or affiliates. Each of the Lenders acknowledges and agrees that outside legal counsel to the Administrative Agent in connection with the preparation, negotiation, execution, delivery and administration (including any amendments, waivers and consents) of this Agreement and the other Credit Documents is acting solely as counsel to the Administrative Agent and is not acting as counsel to any Lender (other than the Administrative Agent and its Affiliates) in connection with this Agreement, the other Credit Documents or any of the transactions contemplated hereby or thereby.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither none of the Administrative Agent, the Documentation Agent nor or any of its their respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent, the Documentation Agent hereafter or any such Person hereinafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Memberthe Credit Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent, the Documentation Agent or any such Person to any Lender. Each Lender represents to the Administrative Agent and the Documentation Agent that it has, independently and without reliance upon the Administrative Agent, the Documentation Agent or any other Lender such Person or any of their Related Partiesother Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of Holdings, the Group Members Company and their Affiliates its Subsidiaries and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent, the Documentation Agent or any other Lender such Person or any of their Related Partiesother Lender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of Holdings, the Group Members Company and their Affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderAgent, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that the Credit Parties which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each ------------------------------------------------------ Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations representation or warranties warranty to it and that no act by the Administrative Agent or any such Person hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Memberthe Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, prospects, operations, propertyproperties, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliates its Subsidiaries and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that Agreement and extend credit to the Borrower hereunder, and (ii) it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under or based upon this Agreement, the other Loan Credit Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertyproperties, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliatesits Subsidiaries. Except for notices, reports as expressly provided in this Agreement and the other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderCredit Documents, the Administrative Agent shall have no duty or responsibility responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyproperties, condition (financial or otherwise), prospects other condition or creditworthiness of any Group Member the Borrower, its Subsidiaries or any Affiliate of a Group Member other Person that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither none of the Administrative Agent nor Agent, any Lead Arranger or any of its officers, directors, employees, agents, attorneys in fact or Affiliates their respective Related Parties has made any representations or warranties to it and that no act taken or failure to act by the Administrative Agent hereafter takenAgent, any Lead Arranger or any of their respective Related Parties, including any consent to, and acceptance of any assignment or review of the affairs of a Group Member the Borrower and its Subsidiaries or any Affiliate of a Group Member, Affiliates shall be deemed to constitute any a representation or warranty by of the Administrative Agent Agent, any Lead Arranger or any of their respective Related Parties to any LenderLender or any other Secured Party as to any matter, including whether the Administrative Agent, any Lead Arranger or any of their respective Related Parties have disclosed material information in their (or their respective Related Parties’) possession. Each Lender expressly acknowledges, represents and warrants to the Administrative Agent and each Lead Arranger that (a) the Credit Documents set forth the terms of a commercial lending facility, (b) it is engaged in making, acquiring, purchasing or holding commercial loans in the ordinary course and is entering into this Agreement and the other Credit Documents to which it is a party as a Lender for the purpose of making, acquiring, purchasing and/or holding the commercial loans set forth herein as may be applicable to it, and not for the purpose of making, acquiring, purchasing or holding any other type of financial instrument, (c) it is sophisticated with respect to decisions to make, acquire, purchase or hold the commercial loans applicable to it and either it or the Person exercising discretion in making its decisions to make, acquire, purchase or hold such commercial loans is experienced in making, acquiring, purchasing or holding commercial loans, (d) it has, independently and without reliance upon the Administrative Agent or Agent, any Lead Arranger, any other Lender or any of their respective Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and appraisal of, and investigation investigations into, the business, prospects, operations, property, assets, liabilities, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliates its Subsidiaries, all applicable bank or other regulatory applicable laws relating to the Transactions and the transactions contemplated by this Agreement and the other Credit Documents and (e) it has made its own credit analysis and independent decision to make its Loans hereunder and enter into this AgreementAgreement and the other Credit Documents to which it is a party and to extend credit hereunder and thereunder. Each Lender and also agrees acknowledges that (i) it will, independently and without reliance upon the Administrative Agent Agent, any Lead Arranger or any other Lender or any of their respective Related Parties, and based on such documents and information as it shall from time to time deem appropriate, Parties (A) continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Credit Document or any related agreement or any document furnished hereunder or thereunder, thereunder based on such documents and information as it shall from time to time deem appropriate and its own independent investigations and (B) continue to make such investigation investigations and inquiries as it deems necessary to inform itself as to the business, operations, property, financial Borrower and other condition its Subsidiaries and creditworthiness (ii) it will not assert any claim in contravention of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesthis Section 12.7.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Party expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member Loan Party or any Affiliate affiliate of a Group MemberLoan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender Party. Each Lender Party represents to the Administrative Agent that it has, independently and without reliance upon the Administrative 118 Sunshine (National) – Credit Agreement Agent or any other Lender or any of their Related PartiesParty, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder or issue Letters of Credit, as applicable, and enter into this Agreement. Each Lender Party also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesParty, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders Lender Parties by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender Party with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Loan Party or any Affiliate affiliate of a Group Member Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither each of the Administrative Agent nor any of and its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates affiliates has not made any representations or warranties to it and that no act by the Administrative Agent hereafter or any affiliate thereof hereinafter taken, including any review of the affairs of a Group Member the Borrower, the Parent or any Affiliate of a Group Membertheir respective Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members and Borrower, the Parent or their respective Affiliates and made its own credit analysis and decision to make its Loans Advances hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Borrower, the Parent and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Group Member the Borrower, the Parent or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its their respective officers, directors, employees, agents, attorneys in advisors, attorneys-in-fact or Affiliates has affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member Loan Party or any Affiliate affiliate of a Group MemberLoan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent Agent, any arranger of this credit facility or any other Lender or any of and their Related Partiesrespective related parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent Agent, any arranger of this credit facility or any other Lender or any of and their Related Partiesrespective related parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Loan Party or any Affiliate affiliate of a Group Member Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in advisors, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Party expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member Loan Party or any Affiliate of a Group MemberLoan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender Party (including with respect to any determination that applicable “know your customer” and anti-money laundering policies of any Lender Party are satisfied). Each Lender Party represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesParty, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates and made its own credit analysis and decision to make its Loans hereunder or issue Letters of Credit, as applicable, and enter into this Agreement. Each Lender Party also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesParty, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders Lender Parties by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender Party with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Loan Party or any Affiliate of a Group Member Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Party expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member Loan Party or any Affiliate affiliate of a Group MemberLoan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender Party. Each Lender Party represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesParty, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder or issue Letters of Credit, as applicable, and enter into this Agreement. Each Lender Party also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesParty, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders Lender Parties by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender Party with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Loan Party or any Affiliate affiliate of a Group Member Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its their respective officers, directors, employees, agents, attorneys in advisors, attorneys-in-fact or Affiliates has affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member Loan Party or any Affiliate affiliate of a Group MemberLoan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent Agent, any arranger of this credit facility or any other Lender or any of and their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent Agent, any arranger of this credit facility or any other Lender or any of and their respective Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Loan Party or any Affiliate affiliate of a Group Member Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in advisors, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member the Borrower, any Guarantor or any Affiliate of a Group Memberother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliates any other Credit Party and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliatesany other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of the Borrower, any Group Member Guarantor or any Affiliate of a Group Member other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates. Notwithstanding anything herein to the contrary, each Lender also acknowledges that the lien and security interest granted to the Collateral Agent pursuant to the Security Documents and the existence of any right or remedy by the Collateral Agent thereunder are subject to the provisions of the Intercreditor Agreement. In the event of a conflict between the terms of the Intercreditor Agreement and any Security Document, the terms of the Intercreditor Agreement shall govern and control. Each Lender hereby authorizes the Collateral Agent to enter into the Intercreditor Agreement on behalf of such Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates no Agent-Related Person has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of a Group Member any Credit Party or any Affiliate of a Group Memberthereof, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any LenderLender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Credit Parties and their Affiliates respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own credit analysis and decision to make its Loans hereunder and enter into this AgreementCredit Agreement and to extend credit to the Borrower hereunder. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Credit Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderherein, including any updated schedules provided to the Administrative Agent by the Borrower, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Group Member of the Credit Parties or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or AffiliatesAgent-Related Person.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member the Borrower, any Guarantor or any Affiliate of a Group Member, other Credit Party shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of Holdings, the Group Members and their Affiliates Borrower, any Guarantor or any other Credit Party and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of Holdings, the Group Members and their AffiliatesBorrower, any Guarantor or any other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of Holdings, the Borrower, any Group Member Guarantor or any Affiliate of a Group Member other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Party expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member Loan Party or any Affiliate affiliate of a Group MemberLoan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender Party. Each Lender Party represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesParty, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder or issue Letters of Credit, as applicable, and enter into this Agreement. Each Lender Party also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesParty, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and 119 Xxxxx Wind – Credit Agreement the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders Lender Parties by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender Party with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Loan Party or any Affiliate affiliate of a Group Member Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Affiliates (other than the Company and its Subsidiaries) nor any of its or their respective officers, directors, employees, agents, attorneys in advisors, attorneys-in-fact or Affiliates has controlling persons have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member Loan Party or any Affiliate of a Group MemberLoan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Loan Party or any Affiliate of a Group Member Loan Party that may come into the possession of the Administrative Agent or its Affiliates or any of its or their officers, directors, employees, agents, attorneys in advisors, attorneys-in-fact or Affiliatescontrolling persons.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations representation or warranties warranty to it and that no act by the Administrative Agent or any such Person hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Membereach Co-Borrower and their Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, prospects, operations, propertyproperties, financial and other condition and creditworthiness of the Group Members each Co-Borrower and their Affiliates Subsidiaries and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that Agreement and extend credit to the Co-Borrowers hereunder, and (ii) it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, Document and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertyproperties, financial and other condition and creditworthiness of the Group Members each Co-Borrower and their AffiliatesSubsidiaries. Except for notices, reports as expressly provided in this Agreement and the other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderLoan Document, the Administrative Agent shall have no duty or responsibility responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyproperties, condition (financial or otherwise), prospects other condition or creditworthiness of any Group Member each Co-Borrower and their Subsidiaries or any Affiliate of a Group Member other Person that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its their respective officers, directors, employees, agents, attorneys in fact attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member any Borrower or any Affiliate of a Group Memberother Loan Party or any audit performed by the Administrative Agent’s internal auditor pursuant to Section 7.9, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent Agent, any Arranger of the Facilities, any Commitments, any Dollar Working Capital Facility Uncommitted Tranche Portions or any amendment to this Agreement or any other Lender or any of and their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrowers and their Affiliates the other Loan Parties and made its own credit analysis and decision to make its Loans extend credit to the Borrowers hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger of the Facilities, any Commitments, any Dollar Working Capital Facility Uncommitted Tranche Portions or any amendment to this Agreement or any other Lender or any of and their respective Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrowers and their Affiliatesother Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or under any of the other Loan Documents, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrowers or any Affiliate of a Group Member that other Loan Party which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact attorneys-in-fact, Subsidiaries or Affiliates. Without limiting the generality of the foregoing, the Administrative Agent shall not have any duty to monitor the Collateral used to calculate the U.S. Borrowing Base or the Kildair Borrowing Base or the reporting requirements or the contents of reports delivered by any Borrower. Each Lender assumes the responsibility of keeping itself informed at all times.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents Documents, or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent Agent, any Arranger nor any of its their respective officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent or any Arranger hereafter taken, including any review of the affairs of a Group Member or any Affiliate affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any Lender. Each Lender represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent Agent, any Arranger or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Participant expressly acknowledges that neither the Administrative Agent nor the Arranger, nor any of its their respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates Affiliates, has made any representations or warranties to it and that no act by the Administrative Agent hereafter or the Arranger hereinafter taken, including any review of the affairs of a Group Member Lessor, Lessee or any Affiliate of a Group MemberGuarantor, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderParticipant. Each Lender Participant represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon Administrative Agent, Administrator, the Administrative Agent Arranger or any other Lender or any of their Related PartiesParticipant, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Lessor, Lessee and their Affiliates Guarantor and made its own credit analysis and decision to make its Loans hereunder and enter into this Participation Agreement. Each Lender Participant also agrees represents that it will, independently and without reliance upon Administrative Agent, the Administrative Agent Arranger or any other Lender or any of their Related PartiesParticipant, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Participation Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderOperative Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Lessor, Lessee and their AffiliatesGuarantor. Except for notices, reports and other documents expressly required to be furnished to the Lenders Participants by the Administrative Agent hereunder, the neither Administrative Agent nor the Arranger shall have no any duty or responsibility to provide any Lender Participant with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Lessor, Lessee or any Affiliate of a Group Member that Guarantor which may come into the possession of Administrative Agent, the Administrative Agent Arranger or any of its their respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each ------------------------------------------------------ Lender and the L/C Bank expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Memberthe Companies, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lendersuch Person or the L/C Bank. Each Lender and the L/C Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender such Person or any of their Related Partiesrespective counsel, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates Companies and made its own credit analysis and decision to make its Loans extend credit hereunder and enter into this Agreementthe Credit Documents. Each Lender and the L/C Bank also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Partiessuch Person, and based on such documents documents, information and information legal advice (including, without limitation, advice of regulatory counsel to it) as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in entering into the Credit Documents and taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesCompanies. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the L/C Bank by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender or the L/C Bank with any legal advice or credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that the Companies which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and Issuing Bank expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Memberthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender or Issuing Bank. Each Lender and Issuing Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesIssuing Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates Borrower and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender and Issuing Bank also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesIssuing Bank, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Issuing Banks by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that the Borrower which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has not made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of a Group Member any Loan Party or any Affiliate of a Group Memberthereof, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender as to any matter, including whether the Administrative Agent has disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own credit analysis and decision to make its Loans hereunder and enter into this AgreementCredit Agreement and to extend credit to the Borrower hereunder. Each Lender also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, or any other Lender or any of their Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysisanalyses, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties. Each Lender represents and their Affiliateswarrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring and/or holding commercial loans in the ordinary course and is entering into this Credit Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Except for noticesEach Lender represents and warrants that it is sophisticated with respect to decisions to make, reports acquire and/or hold commercial loans and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other information concerning the businessfacilities, operationsis experienced in making, property, condition (financial acquiring and/or holding such commercial loans or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesproviding such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has not made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of a Group Member any Loan Party or any Affiliate of a Group Memberthereof, shall be deemed to constitute any representation or any warranty by the Administrative Agent to any LenderLender as to any matter, including whether Administrative Agent has disclosed material information in its (or its Related Parties’) possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates its Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own credit analysis and decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to Borrower hereunder. Each Lender also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals appraisal and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Xxxxxxxx. Each Lender represents and warrants that (i) the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to Loan Documents set forth the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate terms of a Group Member that commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans set forth herein as may come into be applicable to such Lender, and not for the possession purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the Administrative Agent foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire or any of hold commercial loans, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its officersdecision to make, directorsacquire or hold such commercial loans, employeesis experienced in making, agents, attorneys in fact acquiring or Affiliatesholding such commercial loans.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither none of the Administrative Agent nor Agent, any Arranger or any of its officers, directors, employees, agents, attorneys in fact or Affiliates their respective Related Parties has made any representations or warranties to it and that no act taken or failure to act by the Administrative Agent hereafter takenAgent, any Arranger or any of their respective Related Parties, including any consent to, and acceptance of any assignment or review of the affairs of a Group Member the Borrower and its Subsidiaries or any Affiliate of a Group Member, Affiliates shall be deemed to constitute any a representation or warranty by of the Administrative Agent Agent, any Arranger or any of their respective Related Parties to any LenderLender as to any matter, including whether the Administrative Agent, any Arranger or any of their respective Related Parties have disclosed material information in their (or their respective Related Parties’) possession. Each Lender expressly acknowledges, represents and warrants to the Administrative Agent and each Arranger that (a) the Loan Documents set forth the terms of a commercial lending facility, (b) it is engaged in making, acquiring, purchasing or holding commercial loans in the ordinary course and is entering into this Agreement and the other Loan Documents to which it is a party as a Lender for the purpose of making, acquiring, purchasing and/or holding the commercial loans set forth herein as may be applicable to it, and not for the purpose of making, acquiring, purchasing or holding any other type of financial instrument, (c) it is sophisticated with respect to decisions to make, acquire, purchase or hold the commercial loans applicable to it and either it or the Person exercising discretion in making its decisions to make, acquire, purchase or hold such commercial loans is experienced in making, acquiring, purchasing or holding commercial loans, (d) it has, independently and without reliance upon the Administrative Agent or Agent, any Arranger, any other Lender or any of their respective Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and appraisal of, and investigation investigations into, the business, prospects, operations, property, assets, liabilities, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliates its Subsidiaries, all applicable bank or other regulatory Applicable Laws relating to the transactions contemplated by this Agreement and the other Loan Documents and (e) it has made its own credit analysis and independent decision to make its Loans hereunder and enter into this AgreementAgreement and the other Loan Documents to which it is a party and to extend credit hereunder and thereunder. Each Lender also agrees acknowledges that (i) it will, independently and without reliance upon the Administrative Agent Agent, any Arranger or any other Lender or any of their respective Related Parties, and based on such documents and information as it shall from time to time deem appropriate, Parties (A) continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, thereunder based on such documents and information as it shall from time to time deem appropriate and its own independent investigations and (B) continue to make such investigation investigations and inquiries as it deems necessary to inform itself as to the business, operations, property, financial Borrower and other condition its Subsidiaries and creditworthiness (ii) it will not assert any claim in contravention of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesthis Section 9.7.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither none of the Administrative Agent nor Agent, the Arrangers or any of its officerstheir respective Related Parties, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act taken or failure to act by the Administrative Agent hereafter takenor its Related Parties, including any consent to, and acceptance of any assignment or review of the affairs of a Group Member the Borrower and its Subsidiaries or any Affiliate of a Group Member, Affiliates shall be deemed to constitute any a representation or warranty by of the Administrative Agent Agent, the Arrangers or any of their respective Related Parties to any LenderLender as to any matter, including whether the Administrative Agent, the Arrangers or any of their respective Related Parties have disclosed material information in their (or their respective Related Parties’) possession. Each Lender expressly acknowledges, represents and warrants to the Administrative Agent and each Arranger that (a) this Agreement sets forth the terms of a commercial lending facility, (b) it is engaged in making, acquiring, purchasing or holding commercial loans in the ordinary course and is entering into this Agreement to which it is a party as a Lender for the purpose of making, acquiring, purchasing and/or holding the commercial loans set forth herein as may be applicable to it, and not for the purpose of making, acquiring, purchasing or holding any other type of financial instrument, (c) it is sophisticated with respect to decisions to make, acquire, purchase or hold the commercial loans applicable to it and either it or the Person exercising discretion in making its decisions to make, acquire, purchase or hold such commercial loans is experienced in making, acquiring, purchasing or holding commercial loans, (d) it has, independently and without reliance upon the Administrative Agent or Agent, the Arrangers, any other Lender or any of their respective Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and appraisal of, and investigation investigations into, the business, prospects, operations, property, assets, liabilities, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliates its Subsidiaries, all applicable bank or other regulatory applicable laws relating to the Transactions and the transactions contemplated by this Agreement and (e) it has made its own credit analysis and independent decision to make its Loans hereunder and enter into this AgreementAgreement to which it is a party and to extend credit hereunder and thereunder. Each Lender also agrees acknowledges that (i) it will, independently and without reliance upon the Administrative Agent Agent, the Arranger or any other Lender or any of their respective Related PartiesParties (A) continue to make its own credit analysis, appraisals and decisions in taking or 16605535v6 24740.00262 67 not taking action under or based upon this Agreement or any related agreement or any document furnished hereunder or thereunder based on such documents and information as it shall from time to time deem appropriate, appropriate and its own independent investigations and (B) continue to make its own credit analysis, appraisals such investigations and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation inquiries as it deems necessary to inform itself as to the business, operations, property, financial Borrower and other condition its Subsidiaries and creditworthiness (ii) it will not assert any claim in contravention of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesthis Section 7.07.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any Joint Lead Arranger nor any of its their respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter or any Joint Lead Arranger heretofore or hereinafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group MemberCredit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Joint Lead Arranger to any Lender. Each Lender represents to the Administrative Agent and the Joint Lead Arrangers that it has, independently and without reliance upon the Administrative Agent Agent, any Joint Lead Arranger or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates Credit Parties and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it has, and will, independently and without reliance upon the Administrative Agent Agent, any Joint Lead Arranger or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, has made, and will continue to make make, its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and has made, and will continue to make make, such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent and the Joint Lead Arrangers have not had, and shall have no not have, any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that the Credit Parties which may come into the possession of the Administrative Agent Agent, any Joint Lead Arranger or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator, the Backup Servicer or any Affiliate of a Group Member, the Collateral Custodian shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or the Collateral Custodian and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its Loans interest in the Notes hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or the Collateral Custodian and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any Affiliate of a Group Member that the Collateral Custodian or the Receivables which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither each of the Administrative Agent nor any of and its officers, directors, employees, agentsAdministrative Agents, attorneys in attorneys-in-fact or Affiliates affiliates has not made any representations or warranties to it and that no act by the Administrative Agent hereafter or any affiliate thereof hereinafter taken, including any review of the affairs of a Group Member any Credit Party or any Affiliate of a Group Membertheir respective Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members and Borrower, the other Credit Parties or their respective Affiliates and made its own credit analysis and decision to make its Revolving Loans hereunder and enter into this Credit Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Borrower, the other Credit Parties and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Group Member the Borrower, the other Credit Parties or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agentsAdministrative Agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither none of the Administrative Agent nor Agent, any Arranger or any of its officers, directors, employees, agents, attorneys in fact or Affiliates their respective Related Parties has made any representations or warranties to it and that no act taken or failure to act by the Administrative Agent hereafter takenAgent, any Arranger or any of their respective Related Parties, including any consent to, and acceptance of any assignment or review of the affairs of a Group Member the Borrower and its Subsidiaries or any Affiliate of a Group Member, Affiliates shall be deemed to constitute any a representation or warranty by of the Administrative Agent Agent, any Arranger or any of their respective Related Parties to any LenderLender as to any matter, including whether the Administrative Agent, any Arranger or any of their respective Related Parties have disclosed material information in their (or their respective Related Parties') possession. Each Lender expressly acknowledges, represents and warrants to the Administrative Agent and each Arranger that (a) the Loan Documents set forth the terms of a commercial lending facility, (b) it is engaged in making, acquiring, purchasing or holding commercial loans in the ordinary course and is entering into this Agreement and the other Loan Documents to which it is a party as a Lender for the purpose of making, acquiring, purchasing and/or holding the commercial loans set forth herein as may be applicable to it, and not for the purpose of making, acquiring, purchasing or holding any other type of financial instrument, (c) it is sophisticated with respect to decisions to make, acquire, purchase or hold the commercial loans applicable to it and either it or the Person exercising discretion in making its decisions to make, acquire, purchase or hold such commercial loans is experienced in making, acquiring, purchasing or holding commercial loans, (d) it has, independently and without reliance upon the Administrative Agent or Agent, any Arranger, any other Lender or any of their respective Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and appraisal of, and investigation investigations into, the business, prospects, operations, property, assets, liabilities, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliates its Subsidiaries, all applicable bank or other regulatory applicable Laws relating to the transactions contemplated by this Agreement and the other Loan Documents and (e) it has made its own credit analysis and independent decision to make its Loans hereunder and enter into this AgreementAgreement and the other Loan Documents to which it is a party and to extend credit hereunder and thereunder. Each Lender also agrees acknowledges that (i) it will, independently and without reliance upon the Administrative Agent Agent, any Arranger or any other Lender or any of their respective Related Parties, and based on such documents and information as it shall from time to time deem appropriate, Parties (A) continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, thereunder based on such documents and information as it shall from time to time deem appropriate and its own independent investigations and (B) continue to make such investigation investigations and inquiries as it deems necessary to inform itself as to the business, operations, property, financial Borrower and other condition its Subsidiaries and creditworthiness (ii) it will not assert any claim in contravention of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesthis Section 9.07.

Non-Reliance on Administrative Agent and Other Lenders. . Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member the Borrower, any Guarantor or any Affiliate of a Group Memberother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor, and their Affiliates any other Credit Party and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliatesany other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of the Borrower, any Group Member Guarantor or any Affiliate of a Group Member other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. (a) Each Lender expressly acknowledges and each Issuing Bank represents and warrants that neither (i) the Administrative Agent nor Basic Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, in each case in the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of its officers, directors, employees, agents, attorneys financial instrument (and each Lender and each Issuing Bank agrees not to assert a claim in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review contravention of the affairs of a Group Member or any Affiliate of a Group Memberforegoing), shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (iii) it has, independently and without reliance upon the Administrative Agent, any Lead Arranger, any Joint Bookrunner, any Co-Syndication Agent, any Co-Documentation Agent or any other Lender or Issuing Bank, or any of their the Related PartiesParties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this AgreementAgreement as a Lender, and to make, acquire or hold Loans or Commitments hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender and each Issuing Bank also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, any other Lender Lead Arranger, any Joint Bookrunner, any Co-Syndication Agent, any Co-Documentation Agent, or any of their the Related PartiesParties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Parent, the Company, any Borrower and their respective Affiliates) as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Basic Document or any related agreement or any document furnished hereunder or thereunder. (b) Each Lender, by delivering its signature page to this Agreement on the A&R Closing Date, or delivering its signature page to an Assignment and Assumption or any other Basic Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to make such investigation as it deems necessary to inform itself as to the businessand approved, operations, property, financial each Basic Document and each other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly document required to be furnished to the Lenders delivered to, or be approved by the Administrative Agent hereunderor satisfactory to, the Administrative Agent shall have no duty or responsibility to provide the Lenders on the A&R Closing Date. (i) Each Lender or Issuing Bank hereby agrees that (x) if the Administrative Agent notifies such Lender or Issuing Bank that the Administrative Agent has determined in its sole discretion that any funds received by such Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of Issuing Bank from the Administrative Agent or any of its officersAffiliates (whether as a payment, directorsprepayment or repayment of principal, employeesinterest, agentsfees or otherwise; individually and collectively, attorneys a “Payment”) were erroneously transmitted to such Lender or Issuing Bank (whether or not known to such Lender or Issuing Bank), and demands the return of such Payment (or a portion thereof), such Lender or Issuing Bank shall promptly, but in fact no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Issuing Bank shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender or Issuing Bank under this Section 11.04(c) shall be conclusive, absent manifest error. (ii) Each Lender and each Issuing Bank hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender and each Issuing Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender or Issuing Bank shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (iii) Each Obligor hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender or Issuing Bank that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender or Issuing Bank with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by any Borrower or other Obligor; provided that, the immediately preceding clause (y) shall not apply to the extent any such Payment is, and solely with respect to the amount of such Payment that is, comprised of funds received by the Administrative Agent from any Borrower or any other Obligor for the purpose of making a Payment. (iv) Each party’s obligations under this Section 11.04 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Basic Document.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates affiliates has made any representations representation or warranties warranty to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Memberthe Borrowers, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates Borrowers and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesBorrowers. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member the Borrowers that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates; provided that the Administrative Agent will promptly furnish to the Lenders a copy of any field exam with respect to the Borrowers prepared or received by the Administrative Agent.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent or any Affiliate thereof hereafter taken, including any review of the affairs of a Group Member the Borrower, the Parent or any Affiliate of a Group MemberLNC, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent Agent, the Issuing Lender or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Borrower, the Parent and their Affiliates LNC and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent Agent, the Issuing Lender or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderBorrower, the Parent and LNC. The Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Group Member the Borrower, the Parent or any Affiliate of a Group Member that LNC which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates, except as expressly set forth herein.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. (a) Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender in the Administrative Agent that ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender agrees not to assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent, any Lead Arranger, any Syndication Agent or any other Lender or any of their the Related PartiesParties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its enter into this Credit Agreement as a Lender, and to make, acquire or hold Loans hereunder and enter into this Agreement(iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent, any Lead Arranger, any Syndication Agent or any other Lender Lender, or any of their the Related PartiesParties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Company and its Affiliates) as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder. (b) Each Lender, by delivering its signature page to this Credit Agreement on the Effective Date, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to make such investigation as it deems necessary to inform itself as to the businessand approved, operations, property, financial each Loan Document and each other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly document required to be furnished to the Lenders delivered to, or be approved by the Administrative Agent hereunderor satisfactory to, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into Lenders on the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or AffiliatesEffective Date.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator or any Affiliate of a Group Member, the Backup Servicer shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its interest in the Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliatesthe Receivables. Except for 160 notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any Affiliate of a Group Member that the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member the Borrower, any Guarantor or any Affiliate of a Group Memberother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of Holdings, the Group Members Borrower, any Guarantor and their Affiliates any other Credit Party and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of Holdings, the Group Members Borrower, any Guarantor and their Affiliatesany other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of Holdings, the Borrower, any Group Member Guarantor or any Affiliate of a Group Member other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has Related Parties have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member Loan Party or any Affiliate of a Group MemberLoan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Loan Party or any Affiliate affiliate of a Group Member Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates affiliates has made any representations representation or warranties warranty to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Memberthe Borrowers, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates Borrowers and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesBorrowers. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that the Borrowers which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates; provided that the Administrative Agent will promptly furnish to the Lenders a copy of any field exam with respect to the Borrowers prepared or received by the Administrative Agent.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates no Agent-Related Person has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of a Group Member any Credit Party or any Affiliate of a Group Memberthereof, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any LenderLender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Credit Parties and their Affiliates respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own credit analysis and decision to make its Loans hereunder and enter into this AgreementCredit Agreement and to extend credit to the Borrower hereunder. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Credit Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderherein, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Group Member of the Credit Parties or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or AffiliatesAgent-Related Person.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each Letter of Credit Issuer expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member Holdings, the Borrower, any Guarantor or any Affiliate of a Group Memberother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender and each Letter of Credit Issuer represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent Agent, the Lead Arrangers, the Bookrunner or any other Lender or Letter of Credit Issuer or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of Holdings, the Group Members Borrower, any Guarantor and their Affiliates any other Credit Party and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender and Letter of Credit Issuer also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Lead Arrangers, the Bookrunner or any other Lender or Letter of Credit Issuer or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of Holdings, the Group Members Borrower, any Guarantor and their Affiliatesany other Credit Party. Each Lender and each Letter of Credit Issuer represents and warrants that (i) the Credit Documents set forth the terms of a commercial lending facility and certain other facilities set forth herein and (ii) it is engaged in making, acquiring or holding commercial loans, issuing or participating in letters of credit or providing other similar facilities in the ordinary course and is entering into this Agreement as a Lender or Letter of Credit Issuer for the purpose of making, acquiring or holding commercial loans, issuing or participating in letters of credit and providing other facilities set forth herein as may be applicable to such Lender or Letter of Credit Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Letter of Credit Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and each Letter of Credit Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire or hold commercial loans, issue or participate in letters of credit and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans, issue or participate in letters of credit or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans, issue or participate in letters of credit or providing such other facilities. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of Holdings, the Borrower, any Group Member Guarantor or any Affiliate of a Group Member other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuing Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has Related Parties have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member Loan Party or any Affiliate of a Group MemberLoan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender and the Issuing Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender and the Issuing Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Loan Party or any Affiliate of a Group Member Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or AffiliatesRelated Parties.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member the Borrower, any Guarantor or any Affiliate of a Group Memberother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, Guarantor and their Affiliates other Credit Party and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliatesany other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of the Borrower, any Group Member Guarantor or any Affiliate of a Group Member other Credit Party that may come into the possession of the Administrative Agent or any of its their respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. (a) Each Lender expressly acknowledges that neither the Administrative Agent any Agent, nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates affiliates (including LASG, CSI and CIBL) has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group MemberCredit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent any such person to any Lender. Each Lender represents to each Agent, LASG, CSI, CIBL and each of the Administrative Agent Credit Parties that it has, independently and without reliance upon the Administrative Agent any Agent, LASG, CSI, CIBL or any other Lender or any of their Related Parties, and based on upon such documents and information as it has deemed thought appropriate, made its own appraisal of, of and investigation into, into the business, assets, liabilities, operations, property, financial and other condition condition, prospects, solvency and creditworthiness of the Group Members and their Affiliates each Credit Party and made its own credit analysis and decision to make its Loans hereunder and to issue or participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also agrees that it will, independently Agreement and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, agreements contemplated hereby and based on such documents and information as it shall from time to time deem appropriate, continue to will make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesagreements contemplated hereby. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative No Agent shall have no 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, except as provided in Section 8.01, to provide any Lender with any credit or other information concerning with respect thereto whether coming into its possession before the making of the Loans or the issuance of any Letter of Credit or at any time or times thereafter, and no Agent shall further have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. 104 99 (b) Each Lender represents to each other party hereto that it is a bank, savings and loan association or other similar savings institution, insurance company, investment fund or company or other financial institution which makes or acquires commercial loans in the ordinary course of its business, operationsthat it is participating hereunder as a Lender for its own account and for such commercial purposes, propertyand that it is capable of evaluating the merits and risks of being a Lender hereunder. Each Lender acknowledges and agrees to comply with the provisions of Section 10.04 applicable to the Lenders, condition (financial and nothing in this Section 8.04 shall be deemed to limit or otherwise), prospects impair such Lender's right to sell participating interests in all or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any portion of its officers, directors, employees, agents, attorneys in fact or Affiliatesrights and obligations under this Agreement pursuant to Section 10.04(f).

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter Agents or any affiliate thereof hereinafter taken, including any review of the affairs of a Group Member any Credit Party or any Affiliate of a Group Membertheir respective Affiliates, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative Agent Agents that it has, independently and without reliance upon the Administrative either Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members and Borrower, the other Credit Parties or their respective Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative either Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Borrower, the other Credit Parties and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent Agents shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Group Member the Borrower, the other Credit Parties or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of the Administrative either Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each ------------------------------------------------------ Lender expressly acknowledges that neither none of the Administrative Agent nor Agents or any of its their respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has affiliates have made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower or any Affiliate affiliate of a Group Memberthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative Agent Agents that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower or any Affiliate affiliate of a Group Member the Borrower that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and 128 ny-2096649 v7 creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member Borrower or any Subsidiary or any Affiliate of a Group Memberthereof, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower and its Subsidiaries and their Affiliates and made its own credit analysis and decision to make its Loans Advances hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower and its Subsidiaries and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of Borrower or any Group Member Subsidiary or any Affiliate of a Group Member thereof that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or AffiliatesRelated Parties.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, counsel, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member the Borrowers, any Subsidiary or any Affiliate of a Group Memberthe Borrowers, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial (and other other) condition and creditworthiness of the Group Members Borrowers and their Affiliates the Subsidiaries, and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender Co-Agent or any of their Related Partiesother Lender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial (and other other) condition and creditworthiness of the Group Members Borrowers and their Affiliatesthe Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or under the other Loan Documents, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial (and other) condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrowers or any Affiliate the Subsidiaries or the Affiliates of a Group Member that the Borrowers which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member the Borrower or any Affiliate of a Group Memberaudit, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliates its Subsidiaries and made its own credit analysis and decision to make its Loans extend credit to the Borrower hereunder and enter into this Agreement. Each Lender also agrees represents that it willshall, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or under the other Loan Documents, neither the Administrative Agent nor the Collateral Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that the Borrower which may come into the possession of the Administrative Agent or the Collateral Agent or any of its their respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates. Without limiting the generality of the foregoing, neither the Administrative Agent nor the Collateral Agent shall have any duty to monitor the Collateral used to calculate the Borrowing Base or the reporting requirements or the contents of reports delivered by the Borrower. Each Lender assumes the responsibility of keeping itself informed at all times.

Non-Reliance on Administrative Agent and Other Lenders. (a) Each Lender expressly acknowledges and each Issuing Bank represents and warrants that neither (i) the Administrative Agent nor Basic Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, in each case in the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of its officers, directors, employees, agents, attorneys financial instrument (and each Lender and each Issuing Bank agrees not to assert a claim in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review contravention of the affairs of a Group Member or any Affiliate of a Group Memberforegoing), shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (iii) it has, independently and without reliance upon the Administrative Agent, any Lead Arranger, any Joint Bookrunner, any Co-Syndication Agent, any Co-Documentation Agent or any other Lender or Issuing Bank, or any of their the Related PartiesParties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this AgreementAgreement as a Lender, and to make, acquire or hold Loans or Commitments hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender and each Issuing Bank also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, any other Lender Lead Arranger, any Joint Bookrunner, any Co-Syndication Agent, any Co-Documentation Agent, or any of their the Related PartiesParties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Parent, the Company, any Borrower and their respective Affiliates) as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Basic Document or any related agreement or any document furnished hereunder or thereunder. (b) Each Lender, by delivering its signature page to this Agreement on the A&R Closing Date, or delivering its signature page to an Assignment and Assumption or any other Basic Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to make such investigation as it deems necessary to inform itself as to the businessand approved, operations, property, financial each Basic Document and each other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly document required to be furnished to the Lenders delivered to, or be approved by the Administrative Agent hereunderor satisfactory to, the Administrative Agent shall have no duty or responsibility to provide the Lenders on the A&R Closing Date. (i) Each Lender or Issuing Bank hereby agrees that (x) if the Administrative Agent notifies such Lender or Issuing Bank that the Administrative Agent has determined in its sole discretion that any funds received by such Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of Issuing Bank from the Administrative Agent or any of its officersAffiliates (whether as a payment, directorsprepayment or repayment of principal, employeesinterest, agentsfees or otherwise; individually and collectively, attorneys a “Payment”) were erroneously transmitted to such Lender or Issuing Bank (whether or not known to such Lender or Issuing Bank), and demands the return of such Payment (or a portion thereof), such Lender or Issuing Bank shall promptly, but in fact no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Issuing Bank shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender or Issuing Bank under this Section 11.0611.04(c) shall be conclusive, absent manifest error. (ii) Each Lender and each Issuing Bank hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender and each Issuing Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender or Issuing Bank shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (iii) Each Obligor hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender or Issuing Bank that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender or Issuing Bank with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by any Borrower or other Obligor; provided that, the immediately preceding clause (y) shall not apply to the extent any such Payment is, and solely with respect to the amount of such Payment that is, comprised of funds received by the Administrative Agent from any Borrower or any other Obligor for the purpose of making a Payment. (iv) Each party’s obligations under this Section 11.0611.04 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Basic Document.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, partners, employees, agents, attorneys in advisors, attorneys-in-fact or Affiliates has affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or Agent, any Arranger, any other Lender or any of their Related Partiesrespective officers, directors, partners, employees, agents, advisors, attorneys-in-fact or affiliates, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or Agent, any Arranger, any other Lender or any of their Related Partiesrespective officers, directors, partners, employees, agents, advisors, attorneys-in-fact or affiliates, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, partners, employees, agents, attorneys in advisors, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has not made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of a Group Member any Loan Party or any Affiliate of a Group Memberthereof, shall be deemed to constitute any representation or any warranty by the Administrative Agent to any LenderLender as to any matter, including whether Administrative Agent has disclosed material information in its (or its Related Parties') possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates its Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own credit analysis and decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to Borrower hereunder. Each Lender also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals appraisal and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Xxxxxxxx. Each Lender represents and warrants that (i) the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to Loan Documents set forth the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate terms of a Group Member that commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans set forth herein as may come into be applicable to such Lender, and not for the possession purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the Administrative Agent foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire or any of hold commercial loans, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its officersdecision to make, directorsacquire or hold such commercial loans, employeesis experienced in making, agents, attorneys in fact acquiring or Affiliatesholding such commercial loans.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member the Borrower, any Guarantor or any Affiliate of a Group Member, other Credit Party shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates Borrower, Holdings any Guarantor or any other Credit Party and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesBorrower, any Guarantor or any other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of the Borrower, Holdings any Group Member Guarantor or any Affiliate of a Group Member other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.