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

Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender 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 any Agent-Related Person or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and L/C Issuer expressly acknowledges that no Agent-neither Administrative Agent nor any other Lender nor any Related Person Party thereto has made any representation or warranty to it, such Person and that no act by the Administrative Agent hereinafter or any other Lender hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofBorrower, shall be deemed to constitute any representation or warranty by Administrative Agent or any Agent-Related Person Lender to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionother Lender. Each Lender represents to of the Administrative Agent Lenders and L/C Issuer acknowledges that it has, independently and without reliance upon any Agent-Related Person 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 credit analysis and investigation into the business, prospects, operations, Property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender of the Lenders and L/C Issuer also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, any other Loan Document, the Intercreditor Agreement and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Property, financial and other condition and creditworthiness of the Borroweror any related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyproperty, condition (financial and other condition or otherwise), or creditworthiness of any Borrower or the value of the Credit Parties Collateral or other Properties of Borrower or any of their respective Affiliates other Person which may come into the possession of Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arrangers has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arrangers hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party of the Borrower, any Guarantor or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arrangers to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons 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, any Agent-Related Person otherArranger, any Lender or any other Lender of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis andof, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties and their respective AffiliatesLoan Parties, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent or, any Agent-Related Person otherArranger, any Lender or any other Lender of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder., and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Borrower. Except Each Lender and the 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 the L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or the 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 Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or the Administrative Agent shall not have any duty L/C Issuer, and either it, or responsibility the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges and agrees that no Agent-Related Person has the extensions of credit made any representation hereunder are commercial loans and not investments in a business enterprise or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionsecurities. Each Lender further represents to the Administrative Agent that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent, any Agent-Related Person arranger of the credit facilities evidenced by this Agreement or any other Lender and their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, prospects, operations, Property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement as a Lender, and to extend credit to the Borrower make, acquire or hold Advances hereunder. Each Lender also represents that it willshall, independently and without reliance upon the Administrative Agent, any Agent-Related Person arranger of the credit facilities evidenced by this Agreement or any amendment thereof or any other Lender and their respective Related Parties 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 Borrower and its Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement Agreement, any related agreement or any document furnished hereunder or thereunder and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as in deciding whether or to the businessextent to which it will continue as a Lender or assign or otherwise transfer its rights, prospectsinterests and obligations hereunder. Nothing in this Agreement shall oblige the Administrative Agent to conduct any “know your customer” or other procedures in relation to any Person or any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender, operations, Property, financial on behalf of any Lender and other condition and creditworthiness of each Lender confirms to the Borrower. Except Administrative Agent that it is solely responsible for notices, reports and other documents expressly any such procedures or check it is required to be furnished conduct and that it shall not rely on any statement in relation to the Lenders such procedures or check made by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arrangers has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arrangers hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party of the Borrower, any Guarantor or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arrangers to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons 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, any Agent-Related Person Arranger, any Lender or any other Lender of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties and their respective AffiliatesLoan Parties, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person Arranger, any Lender or any other Lender of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Borrower. Except Each Lender and the 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 the L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or the 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 Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or the Administrative Agent shall not have any duty L/C Issuer, and either it, or responsibility the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation or warranty to it, it and that no act by the Administrative Agent or any such Person hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperties, financial and other condition and creditworthiness of the Credit Parties and their respective AffiliatesBorrower, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, its Subsidiaries and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that , and (ii) it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under this Credit Agreement and the other Credit Documents, Documents and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperties, financial and other condition and creditworthiness of the Borrower, and its 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 hereinCredit Documents, the Administrative Agent shall not have any 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, financial and or other condition or creditworthiness of any of the Credit Parties Borrower and its Subsidiaries or any of their respective Affiliates which other Person that may at any time come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Administrative Agent-Related Person has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party each Borrower or any Affiliate thereofof their Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any Lender as to any matterLender, including whether any Administrative 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 any Administrative Agent-Related Person or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties each Borrower and their respective its Subsidiaries and Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its portion of the Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Administrative Agent-Related Person or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documentsany Notes, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Borrowereach Borrower and their Subsidiaries and Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyproperty, financial and other condition or creditworthiness of any of the Credit Parties either Borrower or any of their respective Subsidiaries or Affiliates which may come into the possession of any Administrative Agent-Related Person.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Lender, Swing Line Bank and LC Issuing Bank expressly acknowledges that no Agenteach of the Administrative Agent and its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has not made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent or any Affiliate thereof hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Borrower, the Parent or any Affiliate thereofof their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matterLender, including whether Agent-Related Persons have disclosed material information in their possessionSwing Line Bank or LC Issuing Bank. Each Lender Lender, Swing Line Bank and LC Issuing Bank represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, Swing Line Bank or LC Issuing Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the Credit Parties and Borrower, the Parent or their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Affiliates and made its own decision to make its Advances hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender Lender, Swing Line Bank and LC Issuing Bank also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, Swing Line Bank or LC Issuing Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsAgreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the Borrower, the Parent and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders Lenders, the Swing Line Banks and the LC Issuing Banks by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender Lender, Swing Line Bank or LC Issuing Bank with any credit or other information concerning the business, prospects, operations, Propertyassets, property, financial and or other condition conditions, prospects or creditworthiness of any of the Credit Parties Borrower, the Parent or any of their respective Affiliates which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in‑fact or affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter takenhereafter, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal evaluation of and investigation into the business, prospects, operations, Property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Borrower and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Credit Agreement and the other Credit Documentsany Loan Document, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates Borrower which may come into the possession of the Administrative Agent or any Agent-Related Personof its officers, directors, employees, agents, attorneys‑in‑fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person none of the Administrative Agent or any Joint Lead Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Joint Lead Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Joint Lead Arranger to any Lender as to any matter, including whether Agent-Related Persons the Administrative Agent or any Joint Lead Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent acknowledges that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person Joint Lead 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 credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws Applicable Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person Joint Lead 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 appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Borrower. Except Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 Lenders by the Administrative Agent foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter takenhereinafter, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal evaluation of and investigation into the business, prospects, operations, Property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Borrower and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Credit Agreement and the other Credit Documentsany Loan Document, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates Borrower which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender, L/C Issuer, and Swing Line Lender expressly acknowledges that no Agent-neither Administrative Agent nor any other Lender nor any Related Person Party thereto has made any representation or warranty to it, such Person and that no act by the Administrative Agent hereinafter or any other Lender hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofLoan Party, shall be deemed to constitute any representation or warranty by Administrative Agent or any Agent-Related Person Lender to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionother Lender. Each Lender, Swing Line Lender represents to the Administrative Agent and L/C Issuer acknowledges that it has, independently and without reliance upon any Agent-Related Person 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 credit analysis and investigation into the business, prospects, operations, Property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender, L/C Issuer, and Swing Line Lender also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Property, financial and other condition and creditworthiness of the BorrowerLoan Document or any related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lenders or Swing Line Lender by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Swing Line Lender with any credit or other information concerning the business, prospects, operations, Property, condition (financial and other condition or otherwise), or creditworthiness of any Loan Party or the value of the Credit Parties Collateral or other Properties of any Loan Party or any of their respective Affiliates other Person which may come into the possession of Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation or warranty to it, it and that no act by the Administrative Agent or any such Person hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any the Borrower and the other Credit Party or any Affiliate thereofParties, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperties, financial and other condition and creditworthiness of the Borrower and the other Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that , and (ii) it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under this Credit Agreement and the other Credit Documents, Documents and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperties, financial and other condition and creditworthiness of the BorrowerBorrower and the other Credit Parties. 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 hereinCredit Documents, the Administrative Agent shall not have any 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, financial and or other condition or creditworthiness of any of the Borrower, the other Credit Parties or any of their respective Affiliates which other Person that may at any time come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that no Agent-Related Person neither the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons have the Administrative Agent or any Arranger has disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Borrower. Except Each Lender and the 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 noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or the 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 Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person has none of the Administrative Agent nor the Arrangers have made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party or the Borrower of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or such Arranger to any Lender or L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or such Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , the Arrangers, 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Borrower. Except Each Lender and each 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 noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party or the Company of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or any 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 Arrangers that it has, independently and without reliance upon the Administrative Agent, the Arrangers, any Agent-Related Person other Lender, the L/C Issuer or any other Lender of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties Company and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Company hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person Arranger, any other Lender, the L/C Issuer or any other Lender of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and the L/C Issuer represents and warrants that, as of the date such Person became a party hereto, (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 the L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants that, as of the date such Person became a party hereto, 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 the Administrative Agent shall not have any duty L/C Issuer, and either it, or responsibility the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or each L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Borrowers hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and each 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 noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

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

Non-Reliance on Administrative Agent and Other Lenders. Each Lender, L/C Issuer and Swing Line Lender expressly acknowledges that no Agent-neither Administrative Agent nor any other Lender nor any Related Person Party thereto has made any representation or warranty to it, such Person and that no act by the Administrative Agent hereinafter or any other Lender hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofBorrower, shall be deemed to constitute any representation or warranty by Administrative Agent or any Agent-Related Person Lender to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionother Lender. Each Lender, L/C Issuer and Swing Line Lender represents to the Administrative Agent acknowledges that it has, independently and without reliance upon any Agent-Related Person 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 credit analysis and investigation into the business, prospects, operations, Property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender and L/C Issuer also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Property, financial and other condition and creditworthiness of the BorrowerLoan Document or any related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lenders or Swing Line Lender by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender, L/C Issuer or Swing Line Lender with any credit or other information concerning the business, prospects, operations, Propertyproperty, condition (financial and other condition or otherwise), or creditworthiness of any Borrower or the value of the Credit Parties Collateral or other Properties of Borrower or any of their respective Affiliates other Person which may come into the possession of Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no none of the Administrative Agent-, the Arranger or any of their respective Related Person Parties has made any representation representations or warranty warranties to it, it and that no act taken or failure to act by the Administrative Agent hereinafter takenAgent, the Arranger or any of their respective Related Parties, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party the Borrowers and their Subsidiaries or any Affiliate thereof, Affiliates shall be deemed to constitute any a representation or warranty by of the Administrative Agent, the Arranger or any Agent-of their respective Related Person Parties to any Lender as to any matter, including whether the Administrative Agent-, the Arranger or any of their respective Related Persons 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 any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and appraisal of of, and investigation into investigations into, the business, prospects, operations, Propertyproperty, assets, liabilities, financial and other condition and creditworthiness of the Credit Parties applicable Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws applicable Laws relating to the transactions contemplated hereby, by this Agreement and the other Loan Documents and (e) it has made its own independent decision to enter into this Credit Agreement and the other Loan Documents to which it is a party and to extend credit to the Borrower hereunderhereunder and thereunder. Each Lender also represents acknowledges that (i) it will, independently and without reliance upon any the Administrative Agent-Related Person , the Arranger or any other Lender and based on such documents and information as it shall deem appropriate at the time, or any of their respective Related Parties (A) continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder based on such documents and the other Credit Documents, information as it shall from time to time deem appropriate and its own independent investigations and (B) continue to make such investigations and inquiries as it deems necessary to inform itself as to the business, prospects, operations, Property, financial Borrowers and other condition their Subsidiaries and creditworthiness (ii) it will not assert any claim in contravention of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personthis Section 9.07.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or any L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , each Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Borrowers hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and each 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 an L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or such L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and each L/C Issuer represents and warrants that, as of the date it became or becomes a Lender and/or an L/C Issuer, (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 noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter takenhereinafter, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal evaluation of and investigation into the business, prospects, operations, Property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Borrower and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Credit Agreement and the other Credit Documentsany Loan Document, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates Borrower which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any other Lender nor any of their respective officers, directors, employees, agents, advisors, attorneys-Related Person in-fact or affiliates has made any representation or warranty to it, such Lender and that no act by the Administrative Agent hereinafter or any other Lender hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Lender to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionother Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, condition (financial and other condition otherwise) and creditworthiness of the Credit Parties Borrower and their respective Affiliates, the value of the Properties of the Borrower and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and has made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, condition (financial and other condition otherwise) and creditworthiness of the Borrower and the value of the Properties of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyproperty, condition (financial and other condition otherwise) or creditworthiness of any the Borrower or the value of the Credit Parties or any Properties of their respective Affiliates the Borrower which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons 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 any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and the L/C Issuer represents and warrants, as of the date hereof, 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 noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants, as of the date hereof, that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties Borrower, the Partners, the Partner Parents and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Shippers and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Borrower, the Partners, the Partner Parents, the Shippers and any other Persons. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyproperty, condition (financial and other condition or other), prospects or creditworthiness of any of the Credit Parties Borrower, the Partners, the Partner Parents, the Shippers or any of their respective Affiliates other Person which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter or any affiliate thereof hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Lessee, the Lessor Trust, the Owner Trustee, the Agent Certificate Holder or any Affiliate thereof, the Certificate Holders shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the Credit Parties Lessee, the Lessor Trust, the Owner Trustee, the Agent Certificate Holder and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Certificate Holders and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderLoan Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsLoan Agreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the BorrowerLessee, the Lessor Trust, the Owner Trustee, the Agent Certificate Holder and the Certificate Holders. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyassets, property, financial and or other condition conditions, prospects or creditworthiness of any of the Credit Parties Lessee, the Lessor Trust, the Owner Trustee, the Agent Certificate Holder or any of their respective Affiliates the Certificate Holders which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or each L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and each 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 noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender 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 any Agent-Related Person or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, including any updated schedules provided to the Administrative Agent by the Borrower, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyproperty, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and Issuing Bank expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionor Issuing Bank. Each Lender and Issuing Bank represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender or Issuing Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Borrower and made its own decision to make its Loans and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender and Issuing Bank also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender or Issuing Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsAgreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Issuing Banks by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, prospects, operations, Propertyproperty, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties or any of their respective Affiliates Borrower which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and Issuing Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereofof its Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender and Issuing Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person Person, any Issuing Lender or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Property, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective its Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and Issuing Lender also represents that it will, independently and without reliance upon any Agent-Related Person Person, any Issuing Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Lender with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties Borrower or any of their respective its Affiliates which may come into the possession of any Agent-Related Person.

Non-Reliance on Administrative Agent and Other Lenders. Each of the Lenders and each Issuing Lender acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party or the Borrower of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arrangers to any Lender as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and each Issuing Lender represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person Arranger or any other Lender or Issuing Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own and decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each of the Lenders and each Issuing Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person Arranger or any other Lender or Issuing Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Borrower. Except Each Lender and each Issuing Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or Issuing Lender for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or Issuing Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Issuing Lender agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each Issuing Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or Issuing Lender, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person neither the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party or Borrower of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits subsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Borrower. Except Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a structured lending facility and (ii) it is engaged in making, acquiring or holding structured loans in the ordinary course and is entering into this Agreement as a Lender for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 Lenders by the Administrative Agent foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or any warranty by any Agent-Related Person Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have Administrative Agent has disclosed material information in their its (or its Related Parties’) possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person 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 credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person 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 at the timeappropriate, continue to make its own credit analysis, appraisals appraisal and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of Xxxxxxxx. Each Lender represents and warrants that (i) the Borrower. Except 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 noticesthe purpose of making, reports acquiring or holding commercial loans set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other documents expressly required type of financial instrument, and each Lender agrees not to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any assert a claim in contravention of the Credit Parties foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire or any of their respective Affiliates which hold commercial loans, as may come into be applicable to such Lender, and either it, or the possession of any Agent-Related PersonPerson exercising discretion in making its decision to make, acquire or hold such commercial loans, is experienced in making, acquiring or holding such commercial loans.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter takenhereafter, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofParty, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal evaluation of and investigation into the business, prospects, operations, Property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Credit Agreement and the other Credit Documentsany Loan Document, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Property, financial and other condition and creditworthiness of the BorrowerCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent agrees that it has, independently and without reliance upon any Agent-Related Person on the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Property, financial and other condition and creditworthiness credit analysis of the Credit Parties Borrower, its consolidated Subsidiaries, including without limitation, its own independent review of the Collateral, including the existence of the Collateral, the quality and their respective Affiliatesnature of the Collateral and the adequacy of the Collateral to fully secure the Obligations, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Credit Agreement and the or under any other Credit Documents, and Loan Document. The Administrative Agent shall not be required to make such investigations as it deems necessary to inform keep itself informed as to the business, prospects, operations, Property, financial and other condition and creditworthiness performance or observance by the Borrower of this Agreement or any of the Borrowerother Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or other properties or books of the Borrower and any of its consolidated Subsidiaries. Except as otherwise specifically stated herein to the contrary, the Administrative Agent shall have no duty or responsibility to provide any Lender with any information with respect to the quality, nature, existence or other information regarding the Collateral and makes no representation to the Lenders whatsoever in respect of the accuracy or validity of any representation or warranty made by the Borrower herein, including as to the quality, nature, existence or other information regarding the Collateral. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder or under the Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyaffairs, financial and other condition or creditworthiness business of the Borrower, any of the Credit Parties its consolidated Subsidiaries (or any of their respective Affiliates which Affiliates) that may come into the possession of the Administrative Agent or any Agent-Related Personof its affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party or the Borrower and any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or any L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerBorrower and its Subsidiaries. Except Each Lender and each 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 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 noticesthe purpose of purchasing, reports acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other documents expressly required to be furnished to the Lenders by the Administrative Agent facilities set forth herein, as may be applicable to such Lender, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons 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 any the Administrative Agent-Related Person or , the Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and the 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 noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agenteach of the Administrative Agent and its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has not made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Borrower, the Parent or any Affiliate thereofof their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the Credit Parties and Borrower, the Parent or their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Affiliates and made its own decision to make its Advances hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsAgreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the 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 hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyassets, property, financial and or other condition conditions, prospects or creditworthiness of any of the Credit Parties Borrower, the Parent or any of their respective Affiliates which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each ------------------------------------------------------ Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Companies, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender or their respective counsel, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Companies and made its own decision to extend credit hereunder and enter into this the Credit Agreement and to extend credit to the Borrower hereunderDocuments. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents documents, information and information legal advice (including, without limitation, advice of regulatory counsel to it) as it shall deem appropriate 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 this Credit Agreement and the other Credit Documentsthereunder, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerCompanies. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any legal advice or credit or other information concerning the business, prospects, operations, Propertyproperty, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates Companies which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party Holdings or any Affiliate thereofof its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the Credit Parties Holdings and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsAgreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the BorrowerHoldings and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the The Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyassets, property, financial and other condition conditions, prospects or creditworthiness of any of the Credit Parties Holdings or any of their respective Affiliates its Subsidiaries which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-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 no Agentneither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-Related Person in-fact, Subsidiaries or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any the Credit Party or any Affiliate thereofParties, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder, issue and participate in the Letters of Credit and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsfinancial condition, assets, liabilities, net assets, properties, results of operations, Propertyvalue, financial prospects and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact, Affiliates or Subsidiaries.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have 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 any Agent-Related Person 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 credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon any the Administrative 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 appropriate at the timeappropriate, continue to make its own credit analysisanalyses, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring and/or holding commercial loans in the ordinary course and is entering into this Credit Agreement as a Lender for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 Lenders by the Administrative Agent foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring and/or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each ------------------------------------------------------ Lender and the L/C Bank expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Companies, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionsuch 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 any Agent-Related Person the Administrative Agent or any other Lender such Person or their respective counsel, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Companies and made its own decision to extend credit hereunder and enter into this the Credit Agreement and to extend credit to the Borrower hereunderDocuments. Each Lender and the L/C Bank also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender such Person, and based on such documents documents, information and information legal advice (including, without limitation, advice of regulatory counsel to it) as it shall deem appropriate 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 this Credit Agreement and the other Credit Documentsthereunder, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerCompanies. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the L/C Bank by the Administrative Agent hereinhereunder, the Administrative Agent shall not have 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, prospects, operations, Propertyproperty, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates Companies which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative any Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerBorrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative any Agent herein, the Administrative such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyproperty, financial and other condition or creditworthiness of any of the Credit Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Lead Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Lead Arrangers hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Lead 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 Lead Arrangers that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Lead Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own credit analysis, appraisals and decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , the Lead Arrangers, 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and the 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 noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Lead Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Lead Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Lead Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or any Lead 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 Lead Arrangers that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Lead Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Lead 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Borrower. Except Each Lender and the 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 noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender 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 any Agent-Related Person or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.. 91

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuing Bank expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or the Issuing Bank as to any matter, including whether Agent-Related Persons the Administrative Agent or such Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the Issuing Bank represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Borrowers hereunder. Each Lender and the Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and the Issuing Bank 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 the Issuing Bank for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or the Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the Issuing Bank agrees not to assert a claim in contravention of the Lenders by foregoing. Each Lender and the Administrative Agent Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such the Administrative Agent shall not have any duty Issuing Bank, and either it, or responsibility the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each Issuing Bank acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender 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 any Agent-Related Person 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 credit analysis and investigation into the business, prospects, operations, Property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender and each Issuing Bank also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other 191 Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender, by delivering its signature page to this Agreement and funding its Loans on the other Credit DocumentsEffective Date, or delivering its signature page to an Assignment and Assumption, Incremental Facility Amendment or Refinancing Amendment pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to make such investigations as it deems necessary to inform itself as to the businessand approved, prospects, operations, Property, financial each Loan Document and each other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly document required to be furnished to delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date. No Secured Party (other than the Administrative Agent and the Collateral Agent) shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent hereinand Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Administrative Agent or Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent, the Collateral Agent shall not have any duty or responsibility to provide any Lender with may be the purchaser or licensor of any credit or all of such Collateral at any such sale or other information concerning disposition, and the businessAdministrative Agent or Collateral Agent, prospectsas agent for and representative of the Secured Parties (but not any Secured Party or Secured Parties in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, operationsfor the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, Property, financial to use and other condition or creditworthiness of apply any of the Credit Secured Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent or Collateral Agent on behalf of the Secured Parties at such sale or any other disposition. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of their respective Affiliates which may come into the possession benefits of any Agent-Related Personthe Collateral and of the Guarantees of the Secured Obligations, to have agreed to the foregoing provisions.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no none of the Agent-Related Person Persons has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter any Agent-Related Person hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit a Loan Party or any Affiliate thereofaffiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective Affiliates, affiliates and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, hereby and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent no Agent-Related Person shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyproperty, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties Loan Party or any affiliate of their respective Affiliates a Loan Party which may come into the possession of any of the Agent-Related PersonPersons.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Lender, each Fronting Bank, and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the 109 Arranger to any Lender Lender, Fronting Bank or L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender Lender, Fronting Bank and each L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender Lender, Fronting Bank and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender, Fronting Bank, and each L/C Issuer represents and warrants that (i) the Credit 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, Fronting Bank or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender, Fronting Bank or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender, each Fronting Bank and each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender, each Fronting Bank and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, such Fronting Bank or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no none of the Administrative Agent, the Documentation Agent or any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent, the Documentation Agent or any such Person hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any the Credit Party or any Affiliate thereofParties, shall be deemed to constitute any representation or warranty by the Administrative Agent, the Documentation Agent or any Agent-Related such Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. 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 Agent-Related such Person or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of Holdings, the Credit Parties Company and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Documentation Agent or any Agent-Related such Person or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of Holdings, the BorrowerCompany and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinAgent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyproperty, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agenteach of the Administrative Agent and its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has not made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereofof its affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionor the L/C Issuer. Each Lender and the L/C Issuer represents to the Administrative Agent that it has, independently and without reliance upon any the Administrative Agent-Related Person or , any other Lender or the L/C Issuer, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank Borrower or other regulatory laws relating to the transactions contemplated hereby, its affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender and the L/C Issuer also represents that it will, independently and without reliance upon any the Administrative Agent-Related Person or , any other Lender or the L/C Issuer, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsAgreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the BorrowerBorrower and its affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the L/C Issuer by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender or the L/C Issuer with any credit or other information concerning the business, prospects, operations, Propertyassets, property, financial and or other condition conditions, prospects or creditworthiness of any of the Credit Parties Borrower or any of their respective Affiliates its affiliates which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any Joint Lead Arranger nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent or any Joint Lead Arranger heretofore or hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofParty, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Joint Lead Arranger to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent and the Joint Lead Arrangers that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person Joint Lead Arranger or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it has, and will, independently and without reliance upon the Administrative Agent, any Agent-Related Person Joint Lead Arranger or any other Lender Lender, and based on such documents and information as it shall deem appropriate 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 this Credit Agreement and the other Credit Loan Documents, and has made, and will continue to make make, such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent and the Joint Lead Arrangers have not had, and shall not have have, any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyproperty, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of the Administrative Agent, any AgentJoint Lead Arranger or any of its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower, Regional Management, the Servicer, any Credit Party Originator, the Backup Servicer or any Affiliate thereof, the Collateral Custodian shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or the Collateral Custodian and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Receivables and made its own decision to purchase its interest in the Notes hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and any of the other Credit Basic Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or the Collateral Custodian and the Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyproperty, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any of their respective Affiliates the Collateral Custodian or the Receivables which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or any L/C Issuer as to any matter, including whether Agent-Related Persons have the Administrative Agent or any Arranger has disclosed material information in their its (or its Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Borrowers hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and each 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 noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each L/C Issuer represents and 141 CHAR1\1847295v5 warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

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

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no neither the Administrative Agent, Banc of America Securities LLC ("BAS") nor any of their officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent Agent, BAS or any affiliate thereof hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofParty, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or BAS to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent and BAS that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or BAS or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any the Administrative Agent-Related Person , BAS or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsAgreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the BorrowerCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent and BAS shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyassets, property, financial and or other condition conditions, prospects or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of the Administrative Agent, BAS or any Agentof their officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agenteach of the Administrative Agent and its officers, directors, employees, Administrative Agents, attorneys-Related Person in-fact or affiliates has not made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofof their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the Borrower, the other Credit Parties and or their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Affiliates and made its own decision to make its Revolving Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsAgreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the 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 hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyassets, property, financial and or other condition conditions, prospects or creditworthiness of any of the Borrower, the other Credit Parties or any of their respective Affiliates which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, Administrative Agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no neither the Administrative Agent, NMS nor any of their officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent Agent, NMS or any affiliate thereof hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofParty, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or NMS to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent and NMS that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or NMS or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any the Administrative Agent-Related Person , NMS or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsAgreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the BorrowerCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent and NMS shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyassets, property, financial and or other condition conditions, prospects or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of the Administrative Agent, NMS or any Agentof their officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or each L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any 116 document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and each 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 noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter takenhereinafter, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereofof its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, appropriate made its own appraisal evaluation of and investigation into the business, prospects, operations, Property, financial and other condition and creditworthiness of the Borrower or any other Credit Parties Party and their respective Affiliates, the value and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Lien status of any collateral security and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Credit Agreement and the other Credit Documentsany Loan Document, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Property, financial and other condition and creditworthiness of the BorrowerBorrower or any other Credit Party and the value and Lien status of any collateral security. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties Borrower or any of their respective Affiliates other Credit Party which at any time may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that no Agent-Related Person the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent agrees that it has, independently and without reliance upon on the Administrative Agent, any Agent-Related Person Joint Lead Arranger or Bookrunner or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal credit analysis of the Borrower and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties and their respective AffiliatesBorrower, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement as a Lender, and to extend credit to the Borrower make, acquire or hold Loans hereunder. Each Lender also represents , and that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person Joint Lead Arranger or Bookrunner or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsPromissory Notes, or any related agreement or any document furnished hereunder or thereunder and in deciding whether or to make such investigations the extent to which it will continue as it deems necessary a Lender or assign or otherwise transfer its rights, interests and obligations hereunder. The Administrative Agent shall not be required to inform keep itself informed as to the businessperformance or observance by the Borrower of this Agreement, prospects, operations, Property, financial and the Promissory Notes or any other condition and creditworthiness document referred to or provided for herein or to inspect the Property or books of the Borrower. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder and notices, reports and other documents and information provided to the Administrative Agent under Article IV or Section 5.01 or 5.07, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyaffairs, financial and other condition or creditworthiness of any business of the Credit Parties or any of their respective Affiliates which Borrower that may come into the possession of the Administrative Agent or any Agent-Related Personof its Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or any L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself CHAR1\1806478v11 as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and each 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 noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party a Group Member or any Affiliate thereofaffiliate of a Group Member, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties Group Members and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Portions of this Exhibit, indicated by the xxxx “[*****],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerGroup Members and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyproperty, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties Group Member or any affiliate of their respective Affiliates which a Group Member that may come into the possession of the Administrative Agent or any Agent-Related Personof its officers, directors, employees, agents, attorneys in fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person neither the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or any L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or such Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , such Arranger, any other Lender or any of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerBorrower and its Subsidiaries. Except Each Lender and each L/C Issuer represents and warrants that (a) the Loan Documents set forth the terms of a commercial lending facility, and (b) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or an L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or such L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.facilities. 9.08

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuer expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofof their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionor the Issuer. Each Lender and the Issuer represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender or the Issuer, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the Credit Parties and or their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Affiliates and made its own decision to make its Loans hereunder and other financial accommodations hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender and the Issuer also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsAgreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the BorrowerCredit Parties and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender or the Issuer with any credit or other information concerning the business, prospects, operations, Propertyassets, property, financial and or other condition conditions, prospects or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of the Administrative Agent or any Agentof their officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each of the Issuing Bank and each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter takenhereinafter, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereofof its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each of the Issuing Bank and each Lender represents to the Administrative Agent that it has, independently and without reliance upon any the Administrative Agent-Related Person , the Issuing Bank or any other Lender Lender, and based on such documents and information as it has deemed appropriate, appropriate made its own appraisal evaluation of and investigation into the business, prospects, operations, Property, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliates, the value and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Lien status of any collateral security and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each of the Issuing Bank and each Lender also represents that it will, independently and without reliance upon any the Administrative Agent-Related Person , the Issuing Bank or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Credit Agreement and the other Credit Documentsany Loan Document, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Property, financial and other condition and creditworthiness of the BorrowerBorrower and the value and Lien status of any collateral security. Except for notices, reports and other documents expressly required to be furnished to the Issuing Bank and/or the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide the Issuing Bank or any Lender with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of the Borrower which at any of the Credit Parties or any of their respective Affiliates which time may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent or the Documentation Agent nor any of their officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent or the Documentation Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Documentation Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent and the Documentation Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or the Documentation Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Property113 108 property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Borrower and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or the Documentation Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyproperty, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties or any of their respective Affiliates Borrower which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arrangers has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party or the Borrower of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or any L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person Arranger, any other Lender, any other L/C Issuer, or any other Lender of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Borrower. Except Each Lender and each 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 a L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or such L/C Issuer, as applicable, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, as applicable, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and L/C Issuers expressly acknowledges that no Agent-Related Person neither the Administrative Agent nor any of the Arrangers has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any of the Arrangers hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person of the Arrangers to any Lender of the Lenders or L/C Issuers as to any matter, including whether Agent-Related Persons the Administrative Agent or any of the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender of the Lenders and L/C Issuers represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person or of the Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Borrowers hereunder. Each Lender of the Lenders and L/C Issuers also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or of the Arrangers, 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerCredit Parties. Except for notices, reports and other documents expressly required to be furnished to Each of the Lenders by and L/C Issuers represents and warrants that (i) the Administrative Agent Credit 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 Credit 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 of the Lenders and L/C Issuers agrees not to assert a claim in contravention of the foregoing. Each of the Lenders and L/C Issuers represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or any warranty by any Agent-Related Person Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have Administrative Agent has disclosed material information in their its (or its Related Parties') possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person 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 credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person 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 at the timeappropriate, continue to make its own credit analysis, appraisals appraisal and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of Xxxxxxxx. Each Lender represents and warrants that (i) the Borrower. Except 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 noticesthe purpose of making, reports acquiring or holding commercial loans set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other documents expressly required type of financial instrument, and each Lender agrees not to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any assert a claim in contravention of the Credit Parties foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire or any of their respective Affiliates which hold commercial loans, as may come into be applicable to such Lender, and either it, or the possession of any Agent-Related PersonPerson exercising discretion in making its decision to make, acquire or hold such commercial loans, is experienced in making, acquiring or holding such commercial loans.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Lender, Swingline Bank and LC Issuing Bank expressly acknowledges that no Agenteach of the Administrative Agent and its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has not made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent or any Affiliate thereof hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Borrower, the Parent or any Affiliate thereofof their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matterLender, including whether Agent-Related Persons have disclosed material information in their possessionSwingline Bank or LC Issuing Bank. Each Lender Lender, Swingline Bank and LC Issuing Bank represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, Swingline Bank or LC Issuing Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the Credit Parties and Borrower, the Parent or their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender Lender, Swingline Bank and LC Issuing Bank also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, Swingline Bank or LC Issuing Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsAgreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospectsassets, operations, Propertyproperty, financial and other condition conditions, prospects and creditworthiness of the Borrower, the Parent and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders Lenders, the Swingline Banks and the LC Issuing Banks by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender Lender, Swingline Bank or LC Issuing Bank with any credit or other information concerning the business, prospects, operations, Propertyassets, property, financial and or other condition conditions, prospects or creditworthiness of any of the Credit Parties Borrower, the Parent or any of their respective Affiliates which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation or warranty to it, it and that no act by the Administrative Agent or any such Person hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofParty, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents and warrants to the Administrative Agent that (a) it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other 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, prospects, operations, Propertyproperties, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that hereunder and (b) it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under this Credit Agreement and the other Credit Documents, Documents and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperties, financial and other condition and creditworthiness of the BorrowerCredit Parties. 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 hereinCredit Documents, the Administrative Agent shall not have any no duty or responsibility responsibility, either initially or on a continuing basis, to make any investigation or appraisal on behalf of the Lenders or to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyproperties, financial and or other condition or creditworthiness of Holdings, its Subsidiaries or any other Person that may at any time, before or after the making of the Credit Parties or any of their respective Affiliates which may Loans, come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates, and the Administrative Agent shall not have any responsibility with respect to the accuracy of or completeness of any information provided to the Lenders.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agent-neither the Administrative Agent nor any of its Related Person Parties has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereofother Credit Party, shall be deemed to constitute any representation or warranty by any Agent-the Administrative Agent or its Related Person Parties to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person other Lender, or any other Lender of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Borrower and each other Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Party and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person other Lender, or any other Lender of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerBorrower and any other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, Propertyproperties, financial and other condition condition, prospects or creditworthiness of any of the Credit Parties Borrower or any of their respective Affiliates which other Credit Party that may come into the possession of the Administrative Agent any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates. Each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement, the other Credit Documents, or the Transactions contemplated hereby.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Parent or any Affiliate thereofof its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties Parent, the Subsidiary Borrowers and their respective Affiliates, and all applicable bank or the other regulatory laws relating to Subsidiaries of the transactions contemplated hereby, Parent and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerParent and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyproperty, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties or any of their respective Affiliates Parent and its Subsidiaries which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Borrower, the Backup Servicer, the Servicer, the Originator and the Collateral Custodian shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties Borrower, the Servicer, the Backup Servicer, the Originator and their respective Affiliates, the Collateral Custodian and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Receivables and made its own decision to purchase its interest in the Notes hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and any of the other Credit Basic Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Borrower, the Servicer, the Backup Servicer, the Originator and the Collateral Custodian and the Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyproperty, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties Borrower, the Servicer, the Backup Servicer, the Originator and the Collateral Custodian or any of their respective Affiliates the Receivables which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Borrower and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder or expressly requested by any Lender in writing, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyproperty, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties or any of their respective Affiliates Borrower which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates. The Administrative Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or to inspect the properties or books of the Borrower. The Administrative Agent shall not be required to file this Agreement, any other Loan Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Loan Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Agent has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Agent hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Agent to any Lender or any L/C Issuer as to any matter, including whether Agent-Related Persons have the Administrative Agent or any Agent has disclosed material information in their its (or its Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Agents that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Agents, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderBorrowers hereunder and will continue to make its own decision 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 and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , the Agents, 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerCredit Parties. Except Each Lender and each 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 noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each of the Issuing Bank and each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its respective officers, directors, employ ees, agents, attorneys-Related Person in-fact or affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter takenhereinafter, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereofof its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each of the Issuing Bank and each Lender represents to the Administrative Agent that it has, independently and without reliance upon any the Administrative Agent-Related Person , the Issuing Bank or any other Lender Lender, and based on such documents and information as it has deemed appropriate, appropriate made its own appraisal evaluation of and investigation in vestigation into the business, prospects, operations, Property, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliates, the value and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Lien status of any collateral security and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgree ment. Each of the Issuing Bank and each Lender also represents that it will, independently and without reliance upon any the Administrative Agent-Related Person , the Issuing Bank or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Credit Agreement and the other Credit Documentsany Loan Document, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Property, financial and other condition and creditworthiness of the BorrowerBorrower and the value and Lien status of any collateral security. Except for notices, reports and other documents expressly required to be furnished to the Issuing Bank and/or the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide the Issuing Bank or any Lender with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of the Borrower which at any of the Credit Parties or any of their respective Affiliates which time may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agent-neither Administrative Agent nor any other Lender nor any Related Person Party thereto has made any representation or warranty to it, such Person and that no act by the Administrative Agent hereinafter or any other Lender hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofBorrower, shall be deemed to constitute any representation or warranty by Administrative Agent or any Agent-Related Person Lender to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionother Lender. Each Lender represents to the Administrative Agent acknowledges that it has, independently and without reliance upon any Agent-Related Person 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 credit analysis and investigation into the business, prospects, operations, Property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Property, financial and other condition and creditworthiness of the BorrowerLoan Document or any related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyproperty, condition (financial and other condition or otherwise), or creditworthiness of any Borrower or the value of the Credit Parties Collateral or other Properties of Borrower or any of their respective Affiliates other Person which may come into the possession of Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates. Each Lender 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, 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 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, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender. Each Lender 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, 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 and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons 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 any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Borrowers hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and the 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 noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities. 9.08.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower, Regional Management, the Servicer, any Credit Party Originator, the Backup Servicer or any Affiliate thereof, the Collateral Custodian shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Parties Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or the Collateral Custodian and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Receivables and made its own decision to purchase its interest in the Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and any of the other Credit Basic Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or the Collateral Custodian and the Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Propertyproperty, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any of their respective Affiliates the Collateral Custodian or the Receivables which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or each L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower BorrowerBorrowers hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and each 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 noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or 155 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 any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Borrowers hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and the 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 noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons 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 any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , 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 at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Propertyproperty, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and the 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 noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.