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

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has made any representations or warranties to such Lender and that no act by Administrative Agent hereafter taken, including any review of the affairs of Borrower or Affiliate of Borrower, shall be deemed to constitute any such representation or warranty by Administrative Agent to any Lender. Each Lender, for itself, agrees that it has, independently and without reliance on Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon 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 analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document. Subject to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required to keep itself informed as to the performance or observance by Borrower of this Agreement or any of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by Administrative Agent hereunder or as otherwise agreed by Administrative Agent and the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairs, financial condition or business of Borrower or any of its Affiliates that may come into the possession of Administrative Agent or any of its Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations representation or warranties warranty to such Lender it and that no act by the Administrative Agent hereafter or any such Person hereinafter taken, including any review of the affairs of Borrower or Affiliate of BorrowerEverest Group and its Subsidiaries, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that (i) it has, independently and without reliance on upon the Administrative Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group and its Affiliates Subsidiaries and made its own decision to enter into this Agreement and that extend credit to the Borrowers hereunder, and (ii) it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action hereunder and under the other Credit Documents and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group and its Subsidiaries. Except as expressly provided in this Agreement or under any and the other Loan Document. Subject to Credit Documents, the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required to keep itself informed as to the performance or observance by Borrower of this Agreement or any of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by Administrative Agent hereunder or as otherwise agreed by Administrative Agent and the Lenders, 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 affairsbusiness, prospects, operations, properties, financial or other condition or business creditworthiness of Borrower Everest Group, its Subsidiaries or any of its Affiliates other Person that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to Administrative Agent that it has, independently and without reliance on upon Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by Administrative Agent hereunder or as otherwise agreed by Administrative Agent and the Lendershereunder, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Term Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any other the applicable Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuing Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has Related Parties have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or any Affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender and the Issuing Lender represents to the Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and its investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement Agreement. Each Lender and the Issuing Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Parties and their Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any Affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a LenderRelated Parties.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Revolving Credit Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly and the Issuing Bank acknowledges and agrees that neither Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has made any representations or warranties to such Lender and that no act by Administrative Agent hereafter taken, including any review of the affairs of Borrower or Affiliate of Borrower, shall be deemed to constitute any such representation or warranty by Administrative Agent to any Lender. Each Lender, for itself, agrees that it has, independently and without reliance on upon the Administrative Agent or any other Lender, 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 Borrower and its Affiliates and decision to enter into this Agreement Agreement. Each Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender, 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 analysis and decisions in taking or not taking action under or based upon this Agreement or under Agreement, any other Loan DocumentDocument or any related agreement or any document furnished hereunder or thereunder. Subject Each Lender, by delivering its signature page to this Agreement and funding its Loans on the provisions of Effective 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 and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the first sentence of Section 9.9, Administrative Agent or the Lenders on the Effective Date. No Lender shall not be required have any right individually to keep itself informed as to the performance or observance by Borrower of this Agreement or realize upon any of the other Loan Documents or any other document referred to or provided for herein or therein Collateral or to inspect the Collateral or the books of Borrower or enforce any of its Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by Administrative Agent hereunder or as otherwise agreed by Administrative Agent and the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairs, financial condition or business of Borrower or any of its Affiliates that may come into the possession of Administrative Agent or any of its Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any Guarantee of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan DocumentsSecured Obligations, it being understood and agreed that in respect all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the CollateralLenders in accordance with the terms thereof. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any actLender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, omission and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or event related theretoLenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for 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, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent shall on behalf of the Lenders at such sale or other disposition. Each Lender, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, to have no duty or liability whatsoever agreed to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderforegoing provisions.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower the Borrower, any Guarantor or Affiliate of Borrowerany other Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower, Guarantor and other Loan Party and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower, any Guarantor and any other Loan Document. Subject to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required to keep itself informed as to the performance or observance by Borrower of this Agreement or any of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParty. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, assets, operations, properties, financial condition condition, prospects or business creditworthiness of Borrower the Borrower, any Guarantor or any of its Affiliates other Loan Party that may come into the possession of the Administrative Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, counsel, attorneys-in-fact attorneys‑in‑fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys‑in‑fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each ------------------------------------------------------ Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates that a Loan Party which may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither any of the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has Related Parties have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or any Affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower an investigation into the business, operations, property, financial and its other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Parties and their Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any Affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a LenderRelated Parties.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations representation or warranties warranty to such Lender it and that no act by the Administrative Agent or any such Person hereafter taken, including any review of the affairs of Borrower or Affiliate of BorrowerAHL and its Subsidiaries, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that (i) it has, independently and without reliance on upon the Administrative Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, prospects, operations, properties, financial and other condition and creditworthiness of AHL and its Affiliates Subsidiaries and made its own decision to enter into this Agreement and that extend credit to the Borrowers hereunder, and (ii) it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action hereunder and under this Agreement or under any other Loan Document. Subject to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required to keep itself informed as to the performance or observance by Borrower of this Agreement or any of the other Loan Documents or any and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, properties, financial and other document referred to or provided for herein or therein or to inspect the Collateral or the books condition and creditworthiness of Borrower or any of AHL and its AffiliatesSubsidiaries. Except for notices, reports and other documents and information as expressly required to be furnished to the Lenders by Administrative Agent hereunder or as otherwise agreed by Administrative Agent provided in this Agreement and the Lendersother Loan 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 affairsbusiness, prospects, operations, properties, financial or other condition or business creditworthiness of Borrower AHL or its Subsidiaries or any of its Affiliates other Person that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, counsel, attorneys-in-attorneys in fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and employees, agents, attorneys in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by Administrative any Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on Administrative upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon Administrative any 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its their respective officers, directors, employees, agents, counseladvisors, attorneys-in-fact or other affiliates has Affiliates have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or any Affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and its investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Parties and their Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any Affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of Parties and their and its Affiliatesaffiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Arranger, the Administrative Agent nor any of its their respective officers, directors, employees, agents, counselattorneys and other advisors, partners, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Arranger or the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Arranger or the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Arranger and the Administrative Agent that it has, independently and without reliance on upon the Arranger or the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition, prospects and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans (and in the case of the Issuing Lender, its Letters of Credit) hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon the Arranger or 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition, prospects and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, neither the Lenders, Arranger nor the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Arranger or the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein employees, agents, attorneys and in the other Loan Documentsadvisors, have any duty to disclosepartners, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower or Affiliate of Borrowerany other Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties and made its Affiliates and own decision to make its Extensions of Credit hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by business, operations, property, financial and other condition and creditworthiness of the Borrower of this Agreement or any of and the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of the Borrower or any of its Affiliates that other Loan Party which may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingrespective officers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither Administrative Agent any of the Agents nor any of its their respective officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by Administrative any Agent hereafter taken, including any review of the affairs of the Borrower or Affiliate any affiliate of the Borrower, shall be deemed to constitute any such representation or warranty by Administrative any Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on Administrative upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and its Affiliates affiliates and made its own decision to make its extensions of credit hereunder, provide its Credit-Linked Deposit Amount and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon Administrative any 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of and its Affiliatesaffiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and the Lendershereunder, Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of the Borrower or any affiliate of its Affiliates the Borrower that may come into the possession of Administrative such Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has made any representations or warranties to such Lender and that no act by Administrative Agent hereafter taken, including any review of the affairs of Borrower or Affiliate of Borrower, shall be deemed to constitute any such representation or warranty by Administrative Agent to any Lender. Each Lender, for itself, agrees that it has, independently and without reliance on upon the Administrative Agent or any other Lender, 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 Borrower and its Affiliates and decision to enter into this Agreement and Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender, 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 analysis and decisions in taking or not taking action under or based upon this Agreement or under Agreement, any other Loan DocumentDocument or any related agreement or any document furnished hereunder or thereunder. Subject to the provisions of the first sentence of Section 9.9, Administrative Agent The Agents shall not be required to keep itself themselves informed as to the performance or observance by the Borrower of this Agreement or any of its Subsidiaries of this Agreement, the other Loan Documents Documents, or any other document referred to or provided for herein or therein or to inspect the Collateral Properties or books of the Loan Parties or the books of Borrower or any of its AffiliatesSubsidiaries. Except for notices, reports reports, and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and the Lendershereunder, Administrative no Agent shall not have any duty or responsibility to provide any Lender with any an credit or other information concerning the affairs, financial condition condition, or business of Borrower the Loan Parties (or any of its Affiliates that their Affiliates) which may come into the possession of Administrative such Agent or any of its Affiliates. Without limiting In this regard, each Lender acknowledges that Xxxxxx & Xxxxxx L.L.P. is acting in this transaction as special counsel to the foregoing, Administrative Agent shall notonly, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from otherwise expressly stated in any legal opinion or any Loan Document. Each other party hereto will consult with its gross negligence or willful misconduct own legal counsel to the extent that results it deems necessary in actual loss to a Lenderconnection with the Loan Documents and the matters contemplated therein.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and Issuing Bank expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower or Affiliate of any Borrower, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any LenderLender or Issuing Bank. Each Lender, for itself, agrees Lender and Issuing Bank represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of any Borrower and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement Agreement. Each Lender and Issuing Bank also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower business, operations, property, financial and other condition and creditworthiness of this Agreement or any of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesBorrower. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and under the Lendersother Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of any Borrower or any of its Affiliates that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Party expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any LenderLender Party. Each Lender, for itself, agrees Lender Party represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other LenderLender Party, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of Borrower the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder or issue Letters of Credit, as applicable, and enter into this Agreement and Agreement. Each Lender Party also represents that it will, independently and without reliance upon the Administrative Agent or any other LenderLender Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and 119 Xxxxx Wind – Credit Agreement the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders Lender Parties by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender Party with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower or Affiliate of Borrowerthe Lessee, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and the Lessee and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Operative Agreements, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect Borrower, the Collateral or Lessee and the books of Borrower or any of its AffiliatesGuarantor. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower the Borrower, the Lessee or any of its Affiliates that the Guarantor which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counseladvisors, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower the Loan Parties or Affiliate any of Borrowertheir Affiliates, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of Borrower the Loan Parties and its their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Parties and their Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower the Loan Parties or any of its their Affiliates that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to discloseadvisors, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by Administrative any Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and the L/C Issuer expressly acknowledges and agrees that neither Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has made any representations or warranties to such Lender or L/C Issuer and that no act by Administrative Agent hereafter taken, including any review of the affairs of Borrower any Credit Party or Affiliate any of Borrowertheir Affiliates, shall be deemed to constitute any such representation or warranty by Administrative Agent to any LenderLender or L/C Issuer. Each LenderLender and the L/C Issuer, for itself, agrees that it has, independently and without reliance on Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower the Credit Parties and its their Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon 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 analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document. Subject to the provisions of the first sentence of Section 9.98.06, Administrative Agent shall not be required to keep itself informed as to the performance or observance by Borrower any Credit Party of this Agreement or any of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral Borrowing Base Property or the books of Borrower the Credit Parties or any of its their Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders or the L/C Issuer by Administrative Agent hereunder or as otherwise agreed by Administrative Agent and the LendersLenders or the L/C Issuer, 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 affairs, financial condition or business of Borrower the Credit Parties or any of its their Affiliates that may come into the possession of Administrative Agent or any of its Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower the Credit Parties or any of its their Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or the L/C Issuer or to any other Person to assure that the any Borrowing Base Property or Collateral exists or is owned by Borrower or a Subsidiary Guarantor or the 163 Washington SPE or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 VIII or in any of the Loan Documents, it being understood and agreed that in respect of the any Borrowing Base Property or Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the LendersLenders or the L/C Issuer, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to Administrative Agent that it has, independently and without reliance on upon Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Revolving Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by Administrative Agent hereunder or as otherwise agreed by Administrative Agent and the Lendershereunder, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower or Affiliate of the Borrower, any Guarantor or any other Credit Party shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of Holdings, the Borrower, any Guarantor or any other Credit Party and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Credit Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower business, operations, property, financial and other condition and creditworthiness of this Agreement or Holdings, the Borrower, any of the other Loan Documents Guarantor or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesCredit Party. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, assets, operations, properties, financial condition condition, prospects or business creditworthiness of Borrower Holdings, the Borrower, any Guarantor or any of its Affiliates other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Party expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any LenderLender Party. Each Lender, for itself, agrees Lender Party represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative 118 Sunshine (National) – Credit Agreement Agent or any other LenderLender Party, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of Borrower the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder or issue Letters of Credit, as applicable, and enter into this Agreement and Agreement. Each Lender Party also represents that it will, independently and without reliance upon the Administrative Agent or any other LenderLender Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders Lender Parties by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender Party with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its their respective officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates that a Loan Party which may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Party expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any LenderLender Party. Each Lender, for itself, agrees Lender Party represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other LenderLender Party, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of Borrower the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder or issue Letters of Credit, as applicable, and enter into this Agreement and Agreement. Each Lender Party also represents that it will, independently and without reliance upon the Administrative Agent or any other LenderLender Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders Lender Parties by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender Party with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Revolving Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations representation or warranties warranty to such Lender it and that no act by the Administrative Agent hereafter or any such Person hereinafter taken, including any review of the affairs of Borrower or Affiliate of Borrowerthe Company and the other Credit Parties, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that (i) it has, independently and without reliance on upon the Administrative Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, prospects, operations, properties, financial and other condition and creditworthiness of the Company and the other Credit Parties and made its Affiliates and own decision to enter into this Agreement and that extend credit to the Borrowers hereunder, and (ii) it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action hereunder and under the other Credit Documents and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, properties, financial and other condition and creditworthiness of the Company and the other Credit Parties. Except as expressly provided in this Agreement or under any and the other Loan Document. Subject to Credit Documents, the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required to keep itself informed as to the performance or observance by Borrower of this Agreement or any of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by Administrative Agent hereunder or as otherwise agreed by Administrative Agent and the Lenders, 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 affairsbusiness, prospects, operations, properties, financial or other condition or business creditworthiness of Borrower the Company, the other Credit Parties or any of its Affiliates other Person that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower any Loan Party or Affiliate of Borrowerany Subsidiary thereof, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower the Loan Parties or any of its Affiliates that their Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has Affiliates have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or any Affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, bookrunner or arranger and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and its investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Parties and their Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and under the Lendersother Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any Affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower the Borrowers or Affiliate of Borrowerany other Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of any Borrower and made its Affiliates and own decision to make its Revolving Credit Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by business, operations, property, financial and other condition and creditworthiness of any Borrower of this Agreement or any of the other Loan Documents or any Parties and the other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesLoan Parties. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of any Borrower or any of its Affiliates that the other Loan Parties which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any other the applicable Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Term Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Party expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has Affiliates have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or any Affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation 106 Yards Creek – Credit Agreement or warranty by the Administrative Agent to any LenderLender Party (including with respect to any determination that applicable “know your customer” and anti-money laundering policies of any Lender Party are satisfied). Each Lender, for itself, agrees Lender Party represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other LenderLender Party, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of Borrower the Loan Parties and its their Affiliates and made its own decision to make its Loans hereunder or issue Letters of Credit, as applicable, and enter into this Agreement and Agreement. Each Lender Party also represents that it will, independently and without reliance upon the Administrative Agent or any other LenderLender Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Credit Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Parties and their Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders Lender Parties by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender Party with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any Affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender ------------------------------------------------------ expressly acknowledges and agrees that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates that a Loan Party which may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower a Loan Party or any Affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and its investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Parties and their Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any Affiliate of its Affiliates that a Loan Party which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its their respective officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by Administrative any Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by Administrative any Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on Administrative upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon Administrative any 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by hereunder, the Administrative Agent and the Lenders, Administrative Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates that a Loan Party which may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent, any other Agent nor any of its or their officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter or any other Agent hereinafter taken, including any review of the affairs of the Borrower or Affiliate of Borrowerand/or any other party to the Loan Documents, shall be deemed to constitute any such representation or warranty by the Administrative Agent or such Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent, any other Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other parties to the Loan Documents and made its Affiliates and own decision to make its Loans hereunder, issue and/or participate in Letters of Credit and enter into this Agreement and each other Loan Document to which it is a party. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, any other 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by business, operations, property, financial and other condition and creditworthiness of the Borrower of this Agreement or any of and the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of the Borrower or any of its Affiliates that other party to the Loan Documents which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has made any representations or warranties to such Lender and that no act by Administrative Agent hereafter taken, including any review of the affairs of Borrower or Affiliate of Borrower, shall be deemed to constitute any such representation or warranty by Administrative Agent to any Lender. Each Lender, for itself, agrees that it has, independently and without reliance on upon the Administrative Agent or any other Lender, 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 Borrower and its Affiliates and decision to enter into this Agreement Agreement, made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with Borrowings hereunder, and made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiaries. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender, 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 analysis and decisions in taking or not taking action under or based upon this Agreement or under Agreement, any other Loan DocumentDocument or any related agreement or any document furnished hereunder or thereunder. Subject to the provisions of the first sentence of Section 9.9, The Administrative Agent shall not be required have any duty or responsibility, initially, on a continuing basis or otherwise, to keep itself informed as make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and the Administrative Agent shall not have any responsibility with respect to the performance accuracy or observance completeness of any information provided to Lenders by Borrower of this Agreement or any of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesAgent-Related Person. Except for notices, reports and other documents and information expressly required by this Agreement to be furnished to transmitted by the Lenders by Administrative Agent hereunder or as otherwise agreed by Administrative Agent and to the Lenders, the Administrative Agent shall not have any duty or responsibility to provide any Lender Secured Party with any credit or other information concerning the affairsbusiness, prospects, operations, property, financial and other condition or business creditworthiness of Borrower any Loan party or any Affiliate of its Affiliates any Loan Party that may come into in to the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a LenderRelated Parties.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly and Secured Hedge Bank acknowledges and agrees that neither Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has made any representations or warranties to such Lender and that no act by Administrative Agent hereafter taken, including any review of the affairs of Borrower or Affiliate of Borrower, shall be deemed to constitute any such representation or warranty by Administrative Agent to any Lender. Each Lender, for itself, agrees that it has, independently and without reliance on upon Administrative Agent Agent, either Arranger, any other Lender or any other Lender, Secured Hedge Bank and based on the financial statements prepared by Borrower Parties and such other documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Affiliates and decision to enter into this Agreement and the other Loan Documents. Each Lender and Secured Hedge Bank also acknowledges that it will, independently and without reliance upon Administrative Agent Agent, either Arranger, any other Lender or any other Lender, Secured Hedge Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and credit decisions in taking or not taking action under this Agreement or under any other Loan Document. Subject to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required to keep itself informed as to the performance or observance by Borrower of this Agreement or any of and the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesDocuments. Except for noticesany notice, reports and report, document or other documents and information expressly required to be furnished to the Lenders by Administrative Agent hereunder or as otherwise agreed by either Arranger hereunder, neither Administrative Agent and the Lenders, Administrative Agent nor either Arranger shall not have any duty or responsibility (either initially or on a continuing basis) to provide any Lender or Secured Hedge Bank with any notice, report, document, credit information or other information concerning the affairs, financial condition or business of any Borrower Party or any of its Affiliates that may come into the possession of Administrative Agent or such Arranger (whether or not in their respective capacity as Administrative Agent or Arranger) or any of its their Affiliates. Without limiting Each Lender and Secured Hedge Bank further acknowledges that it has had the foregoing, Administrative Agent shall not, except as expressly set forth herein opportunity to be represented by legal counsel in connection with its execution of this Agreement and in the other Loan Documents, have any duty that it has made its own evaluation of all applicable laws and regulations relating to disclosethe transactions contemplated hereby, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted counsel to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to represents only Administrative Agent and not Lenders or any Secured Hedge Bank in this Article 9 or in any of connection with the Loan Documents, it being understood Documents and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.transactions contemplated thereby. 135

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither Administrative Agent nor any of its officersParty (and, directorsby entering into a Banking Services Agreement, employees, agents, counsel, attorneys-in-fact or other affiliates has made any representations or warranties to such Lender and that no act by Administrative Agent hereafter taken, including any review of the affairs of Borrower or Affiliate of Borrowereach Banking Services Provider, shall be deemed to constitute any such representation or warranty by Administrative Agent to any Lender. Each Lender, for itself, to) acknowledges and agrees that it has, independently and without reliance on upon Administrative Agent or any other LenderLender Party or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Affiliates and decision to enter into this Agreement Agreement. Each Lender Party (and, by entering into a Banking Services Agreement, each Banking Services Provider, shall be deemed to) also acknowledges and agrees that it will, independently and without reliance upon Administrative Agent or any other LenderLender Party 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 analysis and decisions in taking or not taking action under or based upon this Agreement or under Agreement, any other Loan Document. Subject to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required to keep itself informed as to the performance or observance by Borrower of this Agreement Credit Document or any of the other Loan Documents related agreement or any other document referred to furnished hereunder or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Affiliatesthereunder. Except for notices, reports reports, and other documents and information expressly required to be furnished to the Lenders or the Issuing Lender by Administrative Agent hereunder or as otherwise agreed and for other information in Administrative Agent’s possession which has been requested by a Lender and for which such Lender pays Administrative Agent and the LendersAgent’s expenses in connection therewith, Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Lender with any credit or other information concerning the affairs, financial condition condition, or business of Borrower any Credit Party or any of its Restricted Subsidiaries or Affiliates that may come into the possession of Administrative Agent or any of its Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. (a) Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any Arranger nor any of its their respective officers, directors, employees, agents, counseladvisors, attorneys-in-fact or other affiliates has Affiliates have made any representations or warranties to such Lender it and that no act by the Administrative Agent or any Arranger hereafter taken, including any review of the affairs of Borrower a Loan Party or any Affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon any Arranger, the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and its investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon any Arranger, 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Parties and their Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any Affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates that a Loan Party which may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each ------------------------------------------------------ Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates that a Loan Party which may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither none of the Administrative Agent nor or any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower or Affiliate of BorrowerGuarantors, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and 100 based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of Borrower and any Guarantor and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any of the business, operations, property, financial and other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books condition and creditworthiness of Borrower or any of its Affiliatesand Guarantors. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and under the Lendersother Loan Documents, the Administrative Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower or any of its Affiliates that Guarantor which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly and Secured Hedge Bank acknowledges and agrees that neither Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has made any representations or warranties to such Lender and that no act by Administrative Agent hereafter taken, including any review of the affairs of Borrower or Affiliate of Borrower, shall be deemed to constitute any such representation or warranty by Administrative Agent to any Lender. Each Lender, for itself, agrees that it has, independently and without reliance on upon Administrative Agent Agent, either Arranger, any other Lender or any other Lender, Secured Hedge Bank and based on the financial statements prepared by Borrower Parties and such other documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Affiliates and decision to enter into this Agreement and the other Loan Documents. Each Lender and Secured Hedge Bank also acknowledges that it will, independently and without reliance upon Administrative Agent Agent, either Arranger, any other Lender or any other Lender, Secured Hedge Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and credit decisions in taking or not taking action under this Agreement or under any other Loan Document. Subject to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required to keep itself informed as to the performance or observance by Borrower of this Agreement or any of and the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesDocuments. Except for noticesany notice, reports and report, document or other documents and information expressly required to be furnished to the Lenders by Administrative Agent hereunder or as otherwise agreed by either Arranger hereunder, neither Administrative Agent and the Lenders, Administrative Agent nor either such Arranger shall not have any duty or responsibility (either initially or on a continuing basis) to provide any Lender or Secured Hedge Bank with any notice, report, document, credit information or other information concerning the affairs, financial condition or business of any Borrower Party or any of its Affiliates that may come into the possession of Administrative Agent or such Arranger (whether or not in their respective capacity as Administrative Agent or Arranger) or any of its their Affiliates. Without limiting Each Lender and Secured Hedge Bank further acknowledges that it has had the foregoing, Administrative Agent shall not, except as expressly set forth herein opportunity to be represented by legal counsel in connection with its execution of this Agreement and in the other Loan Documents, have any duty that it has made its own evaluation of all applicable laws and regulations relating to disclosethe transactions contemplated hereby, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted counsel to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to represents only Administrative Agent and not Lenders or any Secured Hedge Bank in this Article 9 or in any of connection with the Loan Documents, it being understood Documents and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lendertransactions contemplated thereby.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, counsel, attorneys-in-fact attorneys‑in‑fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by Administrative any Agent hereafter hereinafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Group Member or Affiliate any affiliate of Borrowera Group Member, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their affiliates and made its Affiliates and own decision to make its Bridge Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Group Members and their Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Group Member or any Affiliate of its Affiliates a Group Member that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower or any Affiliate of the Borrower, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and its their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of and its Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of the Borrower or any Affiliate of its Affiliates the Borrower that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations representation or warranties warranty to such Lender it and that no act by the Administrative Agent hereafter or any such Person hereinafter taken, including any review of the affairs of Borrower or Affiliate of BorrowerMatria and its Subsidiaries, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that (i) it has, independently and without reliance on upon the Administrative Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, prospects, operations, properties, financial and other condition and creditworthiness of Matria and its Affiliates Subsidiaries and made its own decision to enter into this Agreement and that extend credit to the Borrowers hereunder, and (ii) it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in 101 109 taking or not taking action hereunder and under the other Credit Documents and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, properties, financial and other condition and creditworthiness of Matria and its Subsidiaries. Except as expressly provided in this Agreement or under any and the other Loan Document. Subject to Credit Documents, the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required to keep itself informed as to the performance or observance by Borrower of this Agreement or any of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by Administrative Agent hereunder or as otherwise agreed by Administrative Agent and the Lenders, 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 affairsbusiness, prospects, operations, properties, financial or other condition or business creditworthiness of Borrower any Borrower, its Subsidiaries or any of its Affiliates other Person that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each ------------------------------------------------------ Lender expressly acknowledges and agrees that neither Administrative Agent nor none of the Agents or any of its their respective officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by Administrative any Agent hereafter taken, including any review of the affairs of the Borrower or Affiliate any affiliate of the Borrower, shall be deemed to constitute any such representation or warranty by Administrative any Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Agents that it has, independently and without reliance on Administrative upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon Administrative any 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Affiliatesand their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of the Borrower or any affiliate of its Affiliates the Borrower that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its their respective officers, directors, employees, agents, counseladvisors, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to discloseadvisors, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower the Borrower, any Guarantor or Affiliate of Borrowerany other Credit Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower, any Guarantor and any other Credit Party and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Credit Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or Borrower, any Guarantor and any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesCredit Party. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, assets, operations, properties, financial condition condition, prospects or business creditworthiness of Borrower the 196 Borrower, any Guarantor or any of its Affiliates other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Arranger, the Administrative Agent nor any of its their respective officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Arranger or the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Arranger or Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Arranger and the Administrative Agent that it has, independently and without reliance on upon the Arranger or the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon the Arranger, 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesParties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates that a Loan Party which may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counselAdministrative Agents, attorneys-in-fact or other affiliates Affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower or Affiliate of Borrowerany other Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesBorrower. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and under the Lendersother Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of the Borrower or any of its Affiliates that other Loan Party which may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, directors, employees, Administrative Agent shall notAgents, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a LenderAffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower or Affiliate any affiliate of the Borrower, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and its Affiliates affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of and its Affiliatesaffiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of the Borrower or any affiliate 50 of its Affiliates the Borrower that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower or Affiliate of the Borrower, any Guarantor or any other Credit Party shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower, Holdings any Guarantor or any other Credit Party and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Credit Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents Borrower, any Guarantor or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesCredit Party. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, assets, operations, properties, financial condition condition, prospects or business creditworthiness of Borrower the Borrower, Holdings any Guarantor or any of its Affiliates other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower a Credit Party or Affiliate any affiliate of Borrowera Credit Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Credit Parties and their affiliates and made its Affiliates and own decision to make its extensions of credit hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Credit Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesCredit Parties and their affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Credit Party or any affiliate of its Affiliates a Credit Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower or Affiliate of the Borrower, UACC, the Servicer, the Backup Servicer, the Account Bank and the Custodian shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, UACC, the Backup Servicer, the Account Bank or the Custodian and the Receivables and made its Affiliates and own decision to purchase its interest in the Notes hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such 117 documents and information as it shall deem appropriate at the time, continue to make its own analysis analysis, appraisals and decisions in taking or not taking action under this Agreement or under any other Loan Document. Subject to the provisions of the first sentence of Section 9.9Basic Documents, Administrative Agent shall not be required and to keep make such investigation as it deems necessary to inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect Borrower, the Collateral Servicer, UACC, the Backup Servicer, the Account Bank or the books of Borrower or any of its AffiliatesCustodian and the Receivables. Except for notices, reports and other documents and information expressly required to be furnished to received by the Lenders by Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower the Borrower, the Servicer, UACC, the Backup Servicer, the Account Bank or any of its Affiliates that the Custodian or the Receivables which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and the L/C Issuer expressly acknowledges and agrees that neither Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has made any representations or warranties to such Lender or L/C Issuer and that no act by Administrative Agent hereafter taken, including any review of the affairs of Borrower any Credit Party or Affiliate any of Borrowertheir Affiliates, shall be deemed to constitute any such representation or warranty by Administrative Agent to any LenderLender or L/C Issuer. Each LenderLender and the L/C Issuer, for itself, agrees that it has, independently and without reliance on Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower the Credit Parties and its their Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon 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 analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document. Subject to the provisions of the first sentence of Section 9.99.6, Administrative Agent shall not be required to keep itself informed as to the performance or observance by Borrower any Credit Party of this Agreement or any of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral Borrowing Base Property or the books of Borrower the Credit Parties or any of its their Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders or the L/C Issuer by Administrative Agent hereunder or as otherwise agreed by Administrative Agent and the LendersLenders or the L/C Issuer, 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 affairs, financial condition or business of Borrower the Credit Parties or any of its their Affiliates that may come into the possession of Administrative Agent or any of its Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower the Credit Parties or any of its their Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or the L/C Issuer or to any other Person to assure that the any Borrowing Base Property or Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the any Borrowing Base Property or Collateral, or any act, omission or event related thereto, subject to the required standard of care referenced in Section 9.6 above, Administrative Agent shall have no duty or liability whatsoever to the LendersLenders or the L/C Issuer, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges and agrees that neither none of the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates the Arranger has made any representations representation or warranties warranty to such Lender it, and that no act by the Administrative Agent or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Borrower any Loan Party or any Affiliate of Borrowerthereof, shall be deemed to constitute any such representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender, for itself, agrees Lender and the L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance on upon the Administrative Agent Agent, the Arranger, any other 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, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its Affiliates and own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other 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 analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document. Subject to the provisions of the first sentence of Section 9.9credit analysis, Administrative Agent shall not be required to keep itself informed as to the performance or observance by Borrower of this Agreement or any of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by Administrative Agent hereunder or as otherwise agreed by Administrative Agent and the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairs, financial condition or business of Borrower or any of its Affiliates that may come into the possession of Administrative Agent or any of its Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.appraisals and

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither none of the Administrative Agent nor any of its their respective officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or Affiliate any affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their and its Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of Parties and their and its Affiliatesaffiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and Agent, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its Affiliates. Without limiting the foregoingofficers, Administrative Agent shall notdirectors, except as expressly set forth herein and in the other Loan Documentsemployees, have any duty to discloseagents, and shall not be liable for the failure to disclose, any information relating to Borrower attorneys-in-fact or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower or Affiliate of the Borrower, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesBorrower. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of the Borrower or any of its Affiliates that which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower or Affiliate any affiliate of the Borrower, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and its Affiliates affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of and its Affiliatesaffiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of the Borrower or any affiliate of its Affiliates the Borrower that may come into the possession of the Administrative Agent or any of its Affiliatesofficers, directors, employees, agents, attorneys-in-fact or affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.CHAR1\1740645v10

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counseladvisors, attorneys-in-fact or other affiliates has Affiliates have made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower a Loan Party or any Affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and its investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Parties and their Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any Affiliate of its Affiliates a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower or Affiliate any of Borrowerits Subsidiaries, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative CREDIT AGREEMENT Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Obligors and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any other the Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower business, operations, property, financial and other condition and creditworthiness of this Agreement the Obligors or any of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Affiliatestheir Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower either Obligor or any of its Affiliates that their Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower a Loan Party or any Affiliate of Borrowera Loan Party, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and its investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Parties and their Affiliates. Except for notices, reports and other documents and information expressly required to be furnished famished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower any Loan Party or any Affiliate of its Affiliates that a Loan Party which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations or warranties to such Lender it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower or Affiliate of Borrower, any Credit Party shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrowers and each other Credit Party and made its Affiliates and own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or under any and the other Loan Document. Subject Documents, and to the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required make such investigation as it deems necessary to keep inform itself informed as to the performance or observance by Borrower of this Agreement or any business, operations, property, financial and other condition and creditworthiness of the Borrowers and each other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its AffiliatesCredit Party. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder or as otherwise agreed by Administrative Agent and hereunder, the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of Borrower or any of its Affiliates that Credit Party which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly and Issuing Bank acknowledges and agrees that neither Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has made any representations or warranties to such Lender and that no act by Administrative Agent hereafter taken, including any review of the affairs of Borrower or Affiliate of Borrower, shall be deemed to constitute any such representation or warranty by Administrative Agent to any Lender. Each Lender, for itself, agrees that it has, independently and without reliance on upon Administrative Agent or any other Lender, 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 Borrower and its Affiliates and decision to enter into this Agreement Agreement. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon Administrative Agent or any other Lender, 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 analysis and decisions in taking or not taking action under or based upon this Agreement or under Agreement, any other Loan DocumentDocument or any related agreement or any document furnished hereunder or thereunder. Subject to the provisions Each of the first sentence Syndication Agent and Co-Documentation Agents (each a “Titled Agent”) in each such respective capacity, assumes no responsibility or obligation hereunder, including, without limitation, for servicing, enforcement or collection of Section 9.9, Administrative Agent shall not be required to keep itself informed as to the performance or observance by Borrower of this Agreement or any of the other Loan Documents Loans, nor any duties as an agent hereunder for the Lenders. The titles given to the Titled Agents are solely honorific and imply no fiduciary responsibility on the part of the Titled Agents to Administrative Agent, any Lender, Issuing Bank, Borrower or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by Administrative Agent hereunder or as otherwise agreed by Administrative Agent Loan Party and the Lenders, Administrative Agent shall use of such titles does not have impose on the Titled Agents any duty duties or responsibility to provide obligations greater than those of any other Lender with any credit or other information concerning entitle the affairs, financial condition or business of Borrower or any of its Affiliates that may come into the possession of Administrative Agent or any of its Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or Titled Agents to any rights other Person than those to assure that the Collateral exists or which any other Lender is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lenderentitled.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates Affiliates has made any representations representation or warranties warranty to such Lender it and that no act by the Administrative Agent hereafter or any such Person hereinafter taken, including any review of the affairs of Borrower or Affiliate of BorrowerEverest Group and its Subsidiaries, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender, for itself, agrees Lender represents to the Administrative Agent that (i) it has, independently and without reliance on upon the Administrative Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower and investigation into the business, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group and its Affiliates Subsidiaries and made its own decision to enter into this Agreement and that extend credit to the Borrowers hereunder, and (ii) it will, independently and without reliance upon 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 analysis credit analysis, appraisals and decisions in taking or not taking action hereunder and under the other Credit Documents and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group and its Subsidiaries. Except as expressly provided in this Agreement or under any and the other Loan Document. Subject to Credit Documents, the provisions of the first sentence of Section 9.9, Administrative Agent shall not be required to keep itself informed as to the performance or observance by Borrower of this Agreement or any of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by Administrative Agent hereunder or as otherwise agreed by Administrative Agent and the Lenders, 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 affairs77 business, prospects, operations, properties, financial or other condition or business creditworthiness of Borrower Everest Group, its Subsidiaries or any of its Affiliates other Person that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.