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 (a) that the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not made any representations or warranties to such Lender and (b) that no act by the Administrative Agent hereinafter taken (including, without limitation, any review of the affairs of any Borrower or other Obligor) shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (independently and without any reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it has deemed necessary or appropriate) has made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (independently and without any reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it shall deem necessary or appropriate) will continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor. Except as otherwise expressly provided in the Loan Documents, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each Letter of Credit Issuer expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not Related Parties has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower any Borrower Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender, any Letter of Credit Issuer or any of their respective Related Parties. Each Lender represents to the Administrative Agent that it (has, independently and without reliance upon the Administrative Agent or any other Lender, any Letter of Credit Issuer or any of their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of 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 own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it has deemed necessary or appropriate) has made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, any Borrower Guarantor or any other Obligor which 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower, the Canadian Borrower, any Borrower Guarantor, any Canadian Subsidiary Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, the Canadian Borrower, any Guarantor, any Canadian Subsidiary Guarantor and each any other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, the Canadian Borrower, any Guarantor, any Canadian Subsidiary Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, the Canadian Borrower, any Borrower Guarantor, any Canadian Subsidiary Guarantor or any other Obligor which 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the US Borrower, the UK Borrower, any Borrower Guarantor, any Foreign Subsidiary Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the US Borrower, the UK Borrower, any Guarantor, any Foreign Subsidiary Guarantor and each any other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the US Borrower, the UK Borrower, any Guarantor, any Foreign Subsidiary Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the US Borrower, the UK Borrower, any Borrower Guarantor, any Foreign Subsidiary Guarantor or any other Obligor which 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and its nor any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of any the Borrower or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender, the Swingline Lender or any Letter of Credit Issuer. Each Lender, the Swingline Lender and each Letter of Credit Issuer represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of any the Borrower or any other Obligor which Credit 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its respective officers, directors, officers, employees, agents, attorneys-in-in- fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower, any Borrower Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, any Borrower Guarantor or any other Obligor which Credit Party that may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-attorneys- in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly and the Issuing Bank acknowledges and agrees (a) that the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not made any representations or warranties to such Lender and (b) that no act by the Administrative Agent hereinafter taken (including, without limitation, any review of the affairs of any Borrower or other Obligor) shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender and the Issuing Bank also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender, by delivering its signature page to this Agreement and will continue funding its Loans on the Effective Date, or delivering its signature page to make such investigations as an Assignment and Assumption, Incremental Facility Amendment or Refinancing Amendment pursuant to which it deems necessary or appropriate shall become a Lender hereunder, shall be deemed to inform itself as have acknowledged receipt of, and consented to the businessand approved, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower Loan Document and each other Obligor. Except as otherwise expressly provided in the Loan Documentsdocument required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date. No Lender shall not have any duty right individually to realize upon any of the Collateral or responsibility (a) to keep enforce any Lender informed as to Guarantee of the performance or observance by any Borrower or any other Obligor of its obligations Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which Documents may come into the possession of be exercised solely by the Administrative Agent (or any and Collateral Agent on behalf of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers in accordance with the terms thereof. In the event of which a foreclosure by the Administrative Agent has actual knowledge; however, in or Collateral Agent on any of the absence of gross negligence, willful misconduct Collateral pursuant to a public or fraudprivate sale or other disposition, the Administrative Agent, the Collateral Agent shall not be liable to or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent or Collateral Agent, as agent for and representative of the Lenders (but not any Lender or Lenders 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 failure collateral payable by the Administrative Agent or Collateral Agent 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 relay or furnish have agreed to such Lender any such informationthe foregoing provisions.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that the neither Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor any Related Party of Administrative Agent has made any representations representation or warranties warranty to such Lender it other than as expressly set forth herein, and (b) that no act by the Administrative Agent or any Related Party thereof hereinafter taken (includingtaken, without limitation, including any consent to and acceptance of any assignment or review of the affairs of any Borrower Borrower, any Guarantor or other Obligor) any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Related Party thereof to any LenderLender as to any matter, including whether Administrative Agent or the Related Parties thereof have disclosed material information in their possession. Each Lender represents to the Administrative Agent acknowledges that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Except for notices, reports and will continue other documents expressly required to make such investigations as it deems necessary or appropriate to inform itself as be furnished to the businessLenders by Administrative Agent herein, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor. Except as otherwise expressly provided in the Loan Documents, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, prospects, operations, assets, propertiesproperty, financial and other condition, prospects condition or creditworthiness of any Borrower of the Loan Parties or any other Obligor of their respective Affiliates which may come into the possession of the Administrative Agent (or any Related Party of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationAgent.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly and Issuing Bank acknowledges and agrees (a) that the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not made any representations or warranties to such Lender and (b) that no act by the Administrative Agent hereinafter taken (including, without limitation, any review of the affairs of any Borrower or other Obligor) shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender and Issuing Bank also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender and will continue Issuing Bank acknowledges that the Administrative Agent and its Affiliates have not made any representation or warranty to make such investigations as it deems necessary or appropriate it. Except for documents expressly required by any Loan Document to inform itself as be transmitted by the Administrative Agent to the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor. Except as otherwise expressly provided in the Loan DocumentsLenders or any Issuing Bank, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance either express or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (cimplied) to provide any Lender or Issuing Bank with any credit or other information concerning any Loan Party, including the business, prospects, operations, assets, propertiesproperty, financial and other condition, prospects condition or creditworthiness of any Borrower Loan Party or any other Obligor which Affiliate of a Loan Party, that may come into in to the possession of the Administrative Agent (or any of its officersAffiliates. Each Lender, directorsby delivering its signature page to this Agreement and funding its Loans on the Closing Date, employeesor delivering its signature page to an Assignment and Assumption, agentsIncremental Facility Amendment or Refinancing Amendment pursuant to which it shall become a Lender hereunder, attorneys-in-fact 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 Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which be approved by or satisfactory to, the Administrative Agent has actual knowledge; howeveror the Lenders on the Closing Date. Except as otherwise provided in Section 8.10, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent and the Collateral Agent on behalf of the Secured Parties in accordance with the absence terms hereby and thereof. In the event of gross negligencea foreclosure by the Administrative Agent or the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, willful misconduct the Administrative Agent, the Collateral Agent or fraudany Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent or the Collateral Agent, as agent for and representative of the Lenders (but not any Lender or Lenders 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 or the Collateral Agent 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 agreed to the foregoing provisions. In furtherance of the foregoing and not in limitation thereof, no Swap Agreement or Cash Management Services the obligations under or in respect of which constitute Secured Obligations will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such Swap Agreement or a provider of such Cash Management Services shall be deemed to have appointed the Administrative Agent and the Collateral Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. Notwithstanding any other provision of this Section 8.07 to the contrary, the Administrative Agent shall not be liable required to verify the payment of, or that other satisfactory arrangements have been made with respect to, any Lender for any failure to relay Swap Agreement or furnish to Cash Management Services the obligations under or in respect of which constitute Secured Obligations unless the Administrative Agent has received written notice of such Lender any Secured Obligations, together with such informationsupporting documentation as the Administrative Agent may request, from the applicable Secured Party that is a party thereto.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not made any representations or warranties to such Lender and (b) that no act by the Administrative Agent hereinafter taken (including, without limitation, any review of the affairs of any Borrower or other Obligor) shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender, by delivering its signature page to this Agreement and will continue funding its Loans on the Effective Date, or delivering its signature page to make such investigations as an Assignment and Assumption, Incremental Facility Amendment or Refinancing Amendment pursuant to which it deems necessary or appropriate shall become a Lender hereunder, shall be deemed to inform itself as have acknowledged receipt of, and consented to the businessand approved, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower Loan Document and each other Obligor. Except as otherwise expressly provided in the Loan Documentsdocument required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date. No Lender shall not have any duty right individually to realize upon any of the Collateral or responsibility (a) to keep enforce any Lender informed Guarantee of the Secured Obligations, it being understood and agreed that, except as to the performance or observance by any Borrower or any other Obligor of its obligations set forth in Section 8.10, all powers, rights and remedies under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which Documents may come into the possession of be exercised solely by the Administrative Agent (or any and Collateral Agent on behalf of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers in accordance with the terms thereof. In the event of which a foreclosure by the Administrative Agent has actual knowledge; however, in or Collateral Agent on any of the absence of gross negligence, willful misconduct Collateral pursuant to a public or fraudprivate sale or other disposition, the Administrative Agent, the Collateral Agent shall not be liable to or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent or Collateral Agent, as agent for and representative of the Lenders (but not any Lender or Lenders 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 failure collateral payable by the Administrative Agent or Collateral Agent 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 relay or furnish have agreed to such Lender any such informationthe foregoing provisions.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender (and, if applicable, each other Secured Party) expressly acknowledges and agrees (a) that neither the Administrative Agent (and its nor the Other Representatives or any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingor any Other Representative hereafter taken, without limitation, including any review of the affairs of a Loan Party or any Borrower or other Obligor) Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Other Representative to any LenderLender or any other Secured Party. Each Lender (and, if applicable, each other Secured Party) represents to the Administrative Agent and the Other Representatives that it (has, independently and without any reliance upon the Administrative Agent Agent, the Other Representatives or any other LenderLender or any other Secured Party, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each other Obligor their Affiliates and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender (and, if applicable, each other Secured Party) also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent Agent, the Other Representative or any other LenderLender or any other Secured Party, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents or any Specified Hedge Agreement, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each other Obligortheir Affiliates. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender or any other Secured Party with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any Borrower Loan Party or any other Obligor which Affiliate of 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and L/C Issuer expressly acknowledges and agrees (a) that the neither Administrative Agent (and its directorsnor L/C Issuer, officersthe Arranger, employees, agents, attorneys-in-fact and Affiliates) have not any other Lender nor any Related Party thereto has made any representations representation or warranties warranty to such Lender Person and (b) that no act by Administrative Agent, L/C Issuer, the Administrative Agent hereinafter taken (includingArranger or any other Lender hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower or any other Obligor) Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by Administrative Agent, L/C Issuer, the Administrative Agent Arranger or any Lender to any Lender. Each other Lender represents as to the Administrative Agent that it (independently and without any reliance upon matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and L/C Issuer acknowledges that it has, independently and without reliance upon Administrative Agent, L/C Issuer, the Arranger or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each its Subsidiaries, and all applicable bank or other Obligor regulatory laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and L/C Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon Administrative Agent, L/C Issuer, the Administrative Agent Arranger or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower and each other Obligorthe Borrower. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to L/C Issuer or the Loan DocumentsLenders by Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide L/C Issuer or any Lender with any credit or other information concerning the business, operations, assetsProperty, propertiescondition (financial or otherwise), financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor Loan Party or the value of the Collateral or other Properties of Borrower or any other Loan Party or any other Person which may come into the possession of the Administrative Agent (or any of its officersRelated Parties. Each Lender and L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and certain other facilities set forth herein and (ii) it is engaged in making, directorsacquiring or holding commercial loans, employees, agents, attorneys-in-fact issuing or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers participating in letters of which the Administrative Agent has actual knowledge; however, credit or providing other similar facilities in the absence ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of gross negligencemaking, willful misconduct acquiring or fraudholding commercial loans, the Administrative Agent shall not issuing or participating in letters of credit and providing other facilities set forth herein as may be liable to any Lender for any failure to relay or furnish applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire or hold commercial loans, issue or participate in letters of credit and to provide other facilities set forth herein, as may be applicable to such informationLender or L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans, issue or participate in letters of credit or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans, issue or participate in letters of credit or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and its nor any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of any the Borrower or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender, any Swingline Lender or any Letter of Credit Issuer. Each Lender, each Swingline Lender represents and each Letter of Credit Issuer acknowledges to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each other Obligor Credit Party and has made its own decision to make its Loans credit extensions hereunder and to enter into this Agreement. Each Lender also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of any the Borrower or any other Obligor which Credit 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each DSRA L/C Issuing Bank and each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) or affiliates have not made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includinghereafter taken, without limitation, including any review of the affairs of a Loan Party or any Borrower or other Obligor) affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any DSRA L/C Issuing Bank or any Lender. Each DSRA L/C Issuing Bank and each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent Agent, any other DSRA L/C Issuing Bank or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisalappraisal of, and investigation and credit analysis of into, the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each other Obligor their affiliates and has made its own decision to make its Loans hereunder or issue Letters of Credit, as applicable, and to enter into this Agreement. Each DSRA L/C Issuing Bank and each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other DSRA L/C Issuing Bank or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each other Obligortheir affiliates. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsDSRA L/C Issuing Banks or the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any DSRA L/C Issuing Bank or any Lender with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any Borrower Loan Party or any other Obligor which affiliate of 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower, any Borrower Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisalappraisal of, and an investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, any Borrower Guarantor or any other Obligor which 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). The Administrative Agent will make reasonable efforts Each Lender represents and warrants that it is sophisticated with respect to furnish decisions to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; howevermake, in the absence of gross negligenceacquire and/or hold commercial loans and to provide other facilities set forth herein, willful misconduct or fraud, the Administrative Agent shall not as may be liable to any Lender for any failure to relay or furnish applicable to such Lender any Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such informationcommercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Participant expressly acknowledges and agrees (a) that the neither Administrative Agent (and its nor the Arranger, nor any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and or Affiliates) have not , has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent or the Arranger hereinafter taken (includingtaken, without limitation, including any review of the affairs of any Borrower Lessor, Lessee or other Obligor) Guarantor, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderParticipant. Each Lender Participant represents to the Administrative Agent and the Arranger that it (has, independently and without any reliance upon Administrative Agent, Administrator, the Administrative Agent Arranger or any other LenderParticipant, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower Lessor, Lessee and each other Obligor Guarantor and has made its own decision to make its Loans hereunder and to enter into this Participation Agreement. Each Lender Participant also covenants and represents that it (will, independently and without any reliance upon Administrative Agent, the Administrative Agent Arranger or any other LenderParticipant, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementParticipation Agreement and the other Operative Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower Lessor, Lessee and each other ObligorGuarantor. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan Documents, the Participants by Administrative Agent hereunder, neither Administrative Agent nor the Arranger shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender Participant with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any Borrower Lessor, Lessee or any other Obligor Guarantor which may come into the possession of Administrative Agent, the Administrative Agent (Arranger or any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and its nor any of their respective officers, directors, officers, employees, agents, advisors, attorneys-in-fact and Affiliates) or affiliates have not made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includinghereafter taken, without limitation, including any review of the affairs of a Loan Party or any Borrower or other Obligor) affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent Agent, any arranger of this credit facility or any other LenderLender and their respective related parties, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each other Obligor their affiliates and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent Agent, any arranger of this credit facility or any other LenderLender and their respective related parties, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each other Obligortheir affiliates. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any Borrower Loan Party or any other Obligor which affiliate of 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower, the Canadian Borrower, any Borrower Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, the Canadian Borrower, any Guarantor and each any other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, the Canadian Borrower, any Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, the Canadian Borrower, any Borrower Guarantor or any other Obligor which 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that the Administrative no Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative any Agent hereinafter taken (includinghereafter taken, without limitation, including any review of the affairs of the Borrower, Regional Management, the Servicer, any Borrower Originator, the Backup Servicer or other Obligor) the Image File Custodian shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it (has, independently and without any reliance upon the Administrative any Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of the Borrower, the Servicer, Regional Management, each Borrower Originator, the Backup Servicer or the Image File Custodian and each other Obligor the Receivables and has made its own decision to make purchase its Loans interest in the Notes hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative any Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreementany of the Basic Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of the Borrower, the Servicer, Regional Management, each Borrower Originator, the Backup Servicer or the Image File Custodian and each other Obligorthe Receivables. Except as otherwise expressly provided in the Loan Documentsfor notices, the Administrative reports and other documents received by an Agent hereunder, no Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any Borrower the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any other Obligor the Image File Custodian or the Receivables which may come into the possession of the Administrative such Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not made any representations or warranties to such Lender and AND (b) that no act by the Administrative Agent hereinafter taken (including, without limitation, any review of the affairs of any Borrower or other Obligor) shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (independently and without any reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it has deemed necessary or appropriate) has made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (independently and without any reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it shall deem necessary or appropriate) will continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor. Except as otherwise expressly provided in the Loan Documents, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or OR (b) to inspect the books or properties of any Borrower or any other Obligor, or OR (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; howeverHOWEVER, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that each of the Administrative Agent (and its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have fact, or affiliates has not made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent or any affiliate thereof hereinafter taken (includingtaken, without limitation, including any review of the affairs of any the Borrower or the other Obligor) Credit Parties or any of their respective affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial financial, and other conditionconditions, prospects prospects, and creditworthiness of each the Borrower and each the other Obligor Credit Parties or their respective affiliates and has made its own decision to make its Loans hereunder and to enter into this Credit Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals appraisals, and decisions in taking or not taking action under this Credit Agreement, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial financial, and other conditionconditions, prospects prospects, and creditworthiness of each the Borrower and each the other ObligorCredit Parties and their respective affiliates. Except as otherwise for notices, reports, and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, propertiesproperty, financial and financial, or other conditionconditions, prospects prospects, or creditworthiness of any the Borrower or any other Obligor which Credit Party or any of their respective affiliates that may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact fact, or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower, any Borrower Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, any Borrower Guarantor or any other Obligor which 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). The Administrative Agent will make reasonable efforts to furnish Notwithstanding anything herein to the Lenders material information concerning Borrowers contrary, each Lender also acknowledges that the lien and security interest granted to the Collateral Agent pursuant to the Security Documents and the existence of which any right or remedy by the Administrative Collateral Agent has actual knowledge; however, in thereunder are subject to the absence provisions of gross negligence, willful misconduct or fraudthe Intercreditor Agreement. In the event of a conflict between the terms of the Intercreditor Agreement and any Security Document, the Administrative terms of the Intercreditor Agreement shall govern and control. Each Lender hereby authorizes the Collateral Agent shall not be liable to any Lender for any failure to relay or furnish to enter into the Intercreditor Agreement on behalf of such Lender any such informationLender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender (and, if applicable, each other Secured Party) expressly acknowledges and agrees (a) that neither the Administrative Agent (and its nor the Other Representatives or any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingor any Other Representative hereafter taken, without limitation, including any review of the affairs of a Loan Party or any Borrower or other Obligor) Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Other Representative to any LenderLender or any other Secured Party. Each Lender (and, if applicable, each other Secured Party) represents to the Administrative Agent and the Other Representatives that it (has, independently and without any reliance upon the Administrative Agent Agent, the Other Representatives or any other LenderLender or any other Secured Party, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisalappraisal of, and investigation and credit analysis of into, the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each other Obligor their Affiliates 136 and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender (and, if applicable, each other Secured Party) also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent Agent, the Other Representative or any other LenderLender or any other Secured Party, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents or any Specified Hedge Agreement, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each other Obligortheir Affiliates. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender or any other Secured Party with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any Borrower Loan Party or any other Obligor which Affiliate of 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower, any Borrower Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisalappraisal of, and an investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, any Borrower Guarantor or any other Obligor which 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). The Administrative Agent will make reasonable efforts to furnish to Each Lender represents and warrants that (i) the Lenders material information concerning Borrowers Credit Documents set forth the terms of which the Administrative Agent has actual knowledge; howevera commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any ordinary course and is entering into this Agreement as a Lender for any failure to relay the purpose of making, acquiring or furnish holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender any agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such information.Lender, and either it, -219- #95203802v2296160609v3 #96160609v5

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and theeach Issuing Bank expressly acknowledges and agrees (a) that none of the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor any Joint Lead Arranger has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent hereinafter taken (includingor any Joint Lead Arranger hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower or other Obligor) Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Joint Lead Arranger to any LenderLender or each Issuing Bank as to any matter, including whether the Administrative Agent or any Joint Lead Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each Issuing Bank represents to the Administrative Agent and any Joint Lead Arranger that it (has, independently and without any reliance upon the Administrative Agent or, any Joint Lead Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of andof, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each their Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and theeach Issuing Bank also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent or, any Joint Lead Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder., and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of the Loan Parties. Each Lender and each Borrower Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or Issuing Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing. Each Lender and each Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender, by delivering its signature page to this Agreement and funding its Loans on the Effective Date, or delivering its signature page to an Assignment and Assumption, 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 Obligor. Except as otherwise expressly provided in the Loan Documentsdocument required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date. No Lender shall not have any duty right individually to realize upon any of the Collateral or responsibility (a) to keep enforce any Lender informed as to Guarantee of the performance or observance by any Borrower or any other Obligor of its obligations Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which Documents may come into the possession of be exercised solely by the Administrative Agent (or any and Collateral Agent on behalf of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers in accordance with the terms thereof. In the event of which a foreclosure by the Administrative Agent has actual knowledge; however, in or Collateral Agent on any of the absence of gross negligence, willful misconduct Collateral pursuant to a public or fraudprivate sale or other disposition, the Administrative Agent, the Collateral Agent shall not be liable to or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent or Collateral Agent, as agent for and representative of the Lenders (but not any Lender or Lenders 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 failure collateral payable by the Administrative Agent or Collateral Agent 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 relay or furnish have agreed to such Lender any such informationthe foregoing provisions.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not Related Parties has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent or any such Related Party hereinafter taken (includingtaken, without limitation, including any review of the affairs of any the Borrower or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Related Party to any Lender. Without limiting the generality of the foregoing or any other provision of this Article X each of the Lenders hereby acknowledges that it has received and reviewed a copy of the Agency Consents (and, to the extent applicable, any consent or acknowledgment of an Agency in connection with an Incremental Term Loan) and agrees to be bound by the terms thereof as if a signatory thereto. Each Lender represents to (and each assignee of a Lender that becomes a party hereto after the Closing Date) including in its capacity as a potential Hedge Bank or Cash Management Bank and on behalf of any Affiliate thereof which is a Hedge Bank or Cash Management Bank, hereby authorizes and directs the Administrative Agent to enter into the Agency Consents (and, to the extent applicable, any consent or acknowledgment of an Agency in connection with an Incremental Term Loan) on behalf of such Lender (or other Secured Parties) and agrees that it (independently and without any reliance upon the Administrative Agent may take such actions on its behalf as is contemplated by the terms of any such Agency Consent (or other consent or acknowledgement, as the case may be). Each Affiliate of a Lender shall in any other Lender, and based upon such documents and information as it has event be deemed necessary or appropriate) has made to have by its own appraisal, investigation and credit analysis acceptance of the business, assets, operations, properties, financial benefits conferred to it herein and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (independently and without any reliance upon in the Administrative Agent or any other Lender, and based upon such documents and information as it shall deem necessary or appropriate) will continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and will continue to make such investigations as it deems necessary or appropriate to inform itself as Security Documents agreed to the business, assets, operations, properties, financial and other condition, prospects and creditworthiness provisions of each Borrower and each other Obligor. Except as otherwise expressly provided in the Loan Documents, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationthis Section 10.7.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each Letter of Credit Issuer expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not Related Parties has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower any Borrower Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender, any Letter of Credit Issuer or any of their respective Related Parties. Each Lender represents to the Administrative Agent that it (has, independently and without reliance upon the Administrative Agent or any other Lender, any Letter of Credit Issuer or any of their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of 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 own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it has deemed necessary or appropriate) has made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this AgreementAgreement and the other Credit 128 Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, any Borrower Guarantor or any other Obligor which 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower, the Canadian Borrower, any Borrower Guarantor, any Canadian Subsidiary Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, the Canadian Borrower, any Guarantor, any Canadian Subsidiary Guarantor and each any other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such 117 documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, the Canadian Borrower, any Guarantor, any Canadian Subsidiary Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, the Canadian Borrower, any Borrower Guarantor, any Canadian Subsidiary Guarantor or any other Obligor which 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that the Administrative no Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative any Agent hereinafter taken (includinghereafter taken, without limitation, including any review of the affairs of the Borrower, Regional Management, the Servicer, any Borrower Originator, the Backup Servicer or other Obligor) the Image File Custodian shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it (has, independently and without any reliance upon the Administrative any Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of the Borrower, the Servicer, Regional Management, each Borrower Originator, the Backup Servicer or the Image File Custodian and each other Obligor the Receivables and has made its own decision to make purchase its Loans interest in the Notes hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative any Agent or any 164 other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreementany of the Basic Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of the Borrower, the Servicer, Regional Management, each Borrower Originator, the Backup Servicer or the Image File Custodian and each other Obligorthe Receivables. Except as otherwise expressly provided in the Loan Documentsfor notices, the Administrative reports and other documents received by an Agent hereunder, no Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any Borrower the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any other Obligor the Image File Custodian or the Receivables which may come into the possession of the Administrative such Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of US Holdings, TCEH, TCEH Finance, any Borrower other Guarantor or any other Obligor) Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other LenderGuaranteed Party, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower US Holdings, TCEH, TCEH Finance and each other Obligor Guarantor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower US Holdings, TCEH, TCEH Finance, any other Guarantor and each any other ObligorLoan Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Parent, US Holdings, TCEH, TCEH Finance, any Borrower other Guarantor or any other Obligor which 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the LC Issuer expressly acknowledges and agrees (a) that none of the Administrative Agent, Collateral Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor any Arranger has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent, Collateral Agent hereinafter taken (includingor any Arranger hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower or other Obligor) Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender or the LC Issuer as to any matter, including whether the Administrative Agent, the Collateral Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the LC Issuer represents to the Administrative Agent, the Collateral Agent and the Arrangers that it (has, independently and without any reliance upon the Administrative Agent Agent, the Collateral Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each their Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and the LC Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, the Collateral Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties. Each Lender and each other Obligor. Except as otherwise expressly provided the LC Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the Loan Documentsordinary course and is entering into this Agreement as a Lender or LC Issuer for the purpose of making, the Administrative Agent shall not have any duty acquiring or responsibility (a) to keep any Lender informed holding commercial loans and providing other facilities set forth herein as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish applicable to such Lender or LC Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the LC Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and the LC Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such informationLender or such LC Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each Letter of Credit Issuer expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not Related Parties has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower any Borrower Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender, any Letter of Credit Issuer or any of their respective Related Parties. Each Lender represents to the Administrative Agent that it (has, independently and without reliance upon the Administrative Agent or any other Lender, any Letter of Credit Issuer or any of their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of 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 own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it has deemed necessary or appropriate) has made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, any Borrower Guarantor or any other Obligor which 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.12.7

Non-Reliance on Administrative Agent and Other Lenders. Each Lender (and, if applicable, each other Secured Party) expressly acknowledges and agrees (a) that neither the Administrative Agent (and its nor the Other Representatives or any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingor any Other Representative hereafter taken, without limitation, including any review of the affairs of a Loan Party or any Borrower or other Obligor) Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Other Representative to any LenderLender or any other Secured Party. Each Lender (and, if applicable, each other Secured Party) represents to the Administrative Agent and the Other Representatives that it (has, independently and without any reliance upon the Administrative Agent Agent, the Other Representatives or any other LenderLender or any other Secured Party, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisalappraisal of, and investigation and credit analysis of into, the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each other Obligor their Affiliates and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender (and, if applicable, each other Secured Party) also covenants and represents that it (will, independently and 139139 without any reliance upon the Administrative Agent Agent, the Other Representative or any other LenderLender or any other Secured Party, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents or any Specified Hedge Agreement, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each other Obligortheir Affiliates. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender or any other Secured Party with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any Borrower Loan Party or any other Obligor which Affiliate of 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that each of the Administrative Agent (and its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have fact, or affiliates has not made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent or any affiliate thereof hereinafter taken (includingtaken, without limitation, including any review of the affairs of any the Borrower or the other Obligor) Credit Parties or any of their respective affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial financial, and other conditionconditions, prospects prospects, and creditworthiness of each the Borrower and each the other Obligor Credit Parties or their respective affiliates and has made its own decision to make its Loans Loan hereunder and to enter into this Credit Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals appraisals, and decisions in taking or not taking action under this Credit Agreement, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial financial, and other conditionconditions, prospects prospects, and creditworthiness of each the Borrower and each the other ObligorCredit Parties and their respective affiliates. Except as otherwise for notices, reports, and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, propertiesproperty, financial and financial, or other conditionconditions, prospects prospects, or creditworthiness of any the Borrower or any other Obligor which Credit Party or any of their respective affiliates that may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact fact, or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges and agrees (a) that none of the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor BofA Securities has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent hereinafter taken (includingor BofA Securities hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower or other Obligor) Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or BofA Securities to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or BofA Securities have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and BofA Securities that it (has, independently and without any reliance upon the Administrative Agent Agent, BofA Securities, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each their Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, BofA Securities, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties. Each Lender and each other Obligor. Except as otherwise expressly provided the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the Loan Documentsordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, the Administrative Agent shall not have any duty acquiring or responsibility (a) to keep any Lender informed holding commercial loans and providing other facilities set forth herein as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such information.Lender or the L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. 108

Non-Reliance on Administrative Agent and Other Lenders. Each Lender (and, if applicable, each other Secured Party) expressly acknowledges and agrees (a) that the neither Administrative Agent (and its Agent, Co-Lead Arrangers, nor any of their respective officers, directors, officers, employees, agents, attorneys-in-attorneys in fact and Affiliates) or Affiliates have not made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingor any Co-Arranger hereafter taken, without limitation, including any review of the affairs of a Credit Party or any Borrower or other Obligor) Affiliate of a Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (independently and without any reliance upon the Administrative Agent or any Co-Arranger to any Lender or any other LenderSecured Party. Each Lender (and, if applicable, each other Secured Party) represents to Administrative Agent and Co-Lead Arrangers that it has, independently and without reliance upon Administrative Agent, any Co-Lead Arranger, any other Lender or any other Secured Party, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Credit Parties and each other Obligor their Affiliates and has made its own decision to make its Loans hereunder and to enter into this Agreementhereunder. Each Lender (and, if applicable, each other Secured Party) also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent Agent, any Co-Lead Arranger, any other Lender or any other LenderSecured Party, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Credit Parties and each other Obligortheir Affiliates. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan Documents, the Lenders by Administrative Agent or any Co-Arranger hereunder, Administrative Agent and Co-Lead Arrangers shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender or any other Secured Party with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any Borrower Credit Party or any other Obligor which Affiliate of a Credit Party that may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-attorneys in fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower, any Borrower Guarantor or any other Obligor) Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the each Administrative Agent that it (has, independently and without any reliance upon the such Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of an investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other Obligor Loan Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other ObligorLoan Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by an Administrative Agent hereunder, the no Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, any Borrower Guarantor or any other Obligor which 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Issuing Bank and each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includinghereinafter, without limitation, including any review of the affairs of any the Borrower or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Issuing Bank and each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent Agent, any Issuing Bank or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has appropriate made its own appraisal, evaluation of and investigation and credit analysis of into the business, assets, operations, propertiesProperty, financial and other condition, prospects condition and creditworthiness of each the Borrower or any other Credit Party and each other Obligor the value and has Lien status of any collateral security and made its own decision to make its Loans hereunder and to enter into this Agreement. Each Issuing Bank and each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent Agent, any Issuing Bank or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreementany Loan Document, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesProperty, financial and other condition, prospects condition and creditworthiness of each the Borrower or any other Credit Party and each other Obligorthe value and Lien status of any collateral security. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsIssuing Banks and/or the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Issuing Bank or any Lender with any credit or other information concerning the business, operations, assets, propertiesProperty, financial and other condition, prospects condition or creditworthiness of any the Borrower or any other Obligor Credit Party which at any time may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower, any Borrower Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower Holdings, the Borrower, any Guarantor and each any other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower Holdings, the Borrower, any Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of Holdings, the Borrower, any Borrower Guarantor or any other Obligor which 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and its nor any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of any the Borrower or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender, the Swingline Lender or the Letter of Credit Issuer. Each Lender, the Swingline Lender and the Letter of Credit Issuer represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of an investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of any the Borrower or any other Obligor which Credit 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of Holdings, the Borrower, any Borrower Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower Holdings, the Borrower, any Guarantor and each any other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower Holdings, the Borrower, any Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of Holdings, the Borrower, any Borrower Guarantor or any other Obligor which 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each of the Issuing Bank, the Swing Line Lender and each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includinghereinafter, without limitation, including any review of the affairs of any the Parent Borrower or other Obligor) any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to the Issuing Bank, the Swing Line Lender or any Lender. Each of the Issuing Bank, the Swing Line Lender and each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent Agent, the Issuing Bank, the Swing Line Lender or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has appropriate made its own appraisal, evaluation of and investigation and credit analysis of into the business, assets, operations, propertiesProperty, financial and other condition, prospects condition and creditworthiness of each the Parent Borrower and each other Obligor its Subsidiaries and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each of the Issuing Bank, the Swing Line Lender and each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent Agent, the Issuing Bank, the Swing Line Lender or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreementany Loan Document, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesProperty, financial and other condition, prospects condition and creditworthiness of each the Parent Borrower and each other Obligorits Subsidiaries. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsIssuing Bank, the Swing Line Lender and/or the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide the Issuing Bank, the Swing Line Lender or any Lender with any credit or other information concerning the business, operations, assets, propertiesProperty, financial and other condition, prospects condition or creditworthiness of the Parent Borrower and its Subsidiaries which at any Borrower or any other Obligor which time may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender other Secured Party expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includinghereafter taken, without limitation, including any review of the affairs of any Borrower or other Obligor) the Borrower, the Performance Guarantor, the Seller, the Servicer, the Paying Agent and the Custodian shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lenderother Secured Party. Each Lender other Secured Party represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other LenderSecured Party, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, the Performance Guarantor, the Servicer, the Seller, the Paying Agent or the Custodian and each other Obligor the Receivables and has made its own decision to make purchase its Loans interest in the Notes hereunder and to enter into this Agreement. Each Lender other Secured Party also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other LenderSecured Party, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreementany of the Basic Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower and each other Obligor. Except as otherwise expressly provided in the Loan DocumentsBorrower, the Performance Guarantor, the Servicer, the Seller, the Paying Agent or the Custodian and the Receivables. The Administrative Agent shall not have any no duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender other Secured Party with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any Borrower the Borrower, the Performance Guarantor, the Servicer, the Seller, the Paying Agent or any other Obligor 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower, any Borrower Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisalappraisal of, and an investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, any Borrower Guarantor or any other Obligor which 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). The Administrative Agent will make reasonable efforts to furnish to Each Lender represents and warrants that (i) the Lenders material information concerning Borrowers Credit Documents set forth the terms of which the Administrative Agent has actual knowledge; howevera commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any ordinary course and is entering into this Agreement as a Lender for any failure to relay the purpose of making, acquiring or furnish holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender any agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such informationLender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges and agrees (a) that none of the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor any Joint Lead Arranger has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent hereinafter taken (includingor any Joint Lead Arranger hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower Credit Party or other Obligor) any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Joint Lead Arranger to any LenderLender or any L/C Issuer as to any matter, including whether the Administrative Agent or any Joint Lead Arranger has disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and each Joint Lead Arranger that it (has, independently and without any reliance upon the Administrative Agent Agent, any Joint Lead Arranger any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , 122 made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Credit Parties and each their Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementCredit Agreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, any Joint Lead Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Credit Parties. Each Lender and each other Obligor. Except as otherwise expressly provided L/C Issuer represents and warrants that (i) the Credit Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the Loan Documentsordinary course and is entering into this Credit Agreement as a Lender or an L/C Issuer for the purpose of making, the Administrative Agent shall not have any duty acquiring or responsibility (a) to keep any Lender informed holding commercial loans and providing other facilities set forth herein as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish applicable to such Lender or such L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such informationLender or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each The Issuing Bank and each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includinghereinafter, without limitation, including any review of the affairs of any the Borrower or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each The Issuing Bank and each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent Agent, the Issuing Bank or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has appropriate made its own appraisal, evaluation of and investigation and credit analysis of into the business, assets, operations, propertiesProperty, financial and other condition, prospects condition and creditworthiness of each the Borrower or any other Credit Party and each other Obligor the value and has Lien status of any collateral security and made its own decision to make its Loans hereunder and to enter into this Agreement. Each The Issuing Bank and each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent Agent, the Issuing Bank or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreementany Loan Document, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesProperty, financial and other condition, prospects condition and creditworthiness of each the Borrower or any other Credit Party and each other Obligorthe value and Lien status of any collateral security. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsIssuing Bank and/or the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide the Issuing Bank or any Lender with any credit or other information concerning the business, operations, assets, propertiesProperty, financial and other condition, prospects condition or creditworthiness of any the Borrower or any other Obligor Credit Party which at any time may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that none of the Administrative Agent (and its Agent, the Fronting Banks nor any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations representation or warranties warranty to such Lender it and (b) that no act by the Administrative Agent or any such Person hereinafter taken (includingtaken, without limitation, including any review of the affairs of any the Borrower or other Obligor) and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Fronting Bank to any Lender. Each Lender represents to the Administrative Agent and each Fronting Bank that (i) it (has, independently and without any reliance upon the Administrative Agent or any other Lender, Lender and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assetsprospects, operations, properties, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, and each other Obligor its Subsidiaries and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants Agreement and represents that extend credit to the Credit Parties hereunder, and (ii) it (will, independently and without any reliance upon the Administrative Agent or any other Lender, Lender and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under this Agreement, the other Credit Documents and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, properties, financial and other condition, prospects condition and creditworthiness of each the Borrower and each other Obligorits Subsidiaries. Except as otherwise expressly provided in this Agreement and the Loan other Credit Documents, neither the Administrative Agent nor any Fronting Bank shall not have any duty or responsibility (a) to keep any Lender informed as to the performance responsibility, either initially or observance by any Borrower or any other Obligor of its obligations under the Loan Documentson a continuing basis, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, prospects, operations, assets, properties, financial and or other condition, prospects condition or creditworthiness of any the Borrower and its Subsidiaries or any other Obligor which Person that may at any time come into the possession of the Administrative Agent (Agent, any Fronting Bank or any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and its nor any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of any the Borrower or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender, the Swingline Lender or any Letter of Credit Issuer. Each Lender, the Swingline Lender and each Letter of Credit Issuer represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform 137 itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of any the Borrower or any other Obligor which Credit 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of any Borrower or other Obligor) the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each other Obligor and has made its own decision to make its Loans and/or issue or participate in Letters of Credit (including Existing Letters of Credit) and/or create or participate in Acceptances (including Existing Acceptances) hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower and each other Obligorthe Borrower. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any the Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the US Borrower, the Canadian Borrower, any Borrower Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the US Borrower, the Canadian Borrower, any Guarantor and each any other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the US Borrower, the Canadian Borrower, any Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the US Borrower, the Canadian Borrower, any Borrower Guarantor or any other Obligor which 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Participant expressly acknowledges and agrees (a) that neither Administrative Agent, Administrator nor the Administrative Agent (and its Arranger, nor any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and or Affiliates) have not , has made any representations or warranties to such Lender it and (b) that no act by Administrative Agent, Administrator or the Administrative Agent Arranger hereinafter taken (includingtaken, without limitation, including any review of the affairs of any Borrower Certificate Trustee or other Obligor) Lessee, shall be deemed to constitute any representation or warranty by Administrative Agent, Administrator or the Administrative Agent Arranger to any LenderParticipant. Each Lender Participant represents to Administrative Agent, Administrator and the Administrative Agent Arranger that it (has, independently and without any reliance upon Administrative Agent, Administrator, the Administrative Agent Arranger or any other LenderParticipant, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower Certificate Trustee and each other Obligor Lessee and has made its own decision to make its Loans hereunder and to enter into this Participation Agreement. Each Lender Participant also covenants and represents that it (will, independently and without any reliance upon Administrative Agent, Administrator, the Administrative Agent Arranger or any other LenderParticipant, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementParticipation Agreement and the other Operative Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower Certificate Trustee and each other ObligorLessee. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan Documents, the Participants by Administrative Agent hereunder, neither Administrative Agent, Administrator nor the Arranger shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender Participant with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any Borrower Certificate Trustee or any other Obligor Lessee which may come into the possession of Administrative Agent, Administrator, the Administrative Agent (Arranger or any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges and agrees (a) that none of the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor BofA Securities has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent hereinafter taken (includingor BofA Securities hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower or other Obligor) Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or BofA Securities to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or BofA Securities have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and BofA Securities that it (has, independently and without any reliance upon the Administrative Agent Agent, BofA Securities, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each their Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, BofA Securities, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties. Each Lender and each other Obligor. Except as otherwise expressly provided the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the Loan Documentsordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, the Administrative Agent shall not have any duty acquiring or responsibility (a) to keep any Lender informed holding commercial loans and providing other facilities set forth herein as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such informationLender or the L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower, any Borrower Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisalappraisal of, and an investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, any Borrower Guarantor or any other Obligor which 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). The Administrative Agent will make reasonable efforts to furnish to Each Lender represents and warrants that (i) the Lenders material information concerning Borrowers Credit Documents set forth the terms of which the Administrative Agent has actual knowledge; howevera commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any ordinary course and is entering into this Agreement as a Lender for any failure to relay the purpose of making, acquiring or furnish holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender any agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such information.Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. 12.9

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and its nor any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of any the Borrower or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender, the Swingline Lender or the Letter of Credit Issuer. Each Lender, the Swingline Lender and the Letter of Credit Issuer represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of an investigation and credit analysis of 118 into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of any the Borrower or any other Obligor which Credit 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). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that none of the Administrative Agent (and its directorsAgent, officers, employees, agents, attorneys-in-fact and Affiliates) have not the Arranger nor the Syndication Agents has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent hereinafter taken (includingAgent, without limitationthe Arranger or the Syndication Agents hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any the Borrower or other Obligor) any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent Agent, the Arranger or the Syndication Agents to any LenderLender as to any matter, including whether the Administrative Agent, the Arranger or the Syndication Agents have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent Agent, the Arranger and the Syndication Agents that it (has, independently and without any reliance upon the Administrative Agent Agent, the Arranger, the Syndication Agents, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each its Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, the Arranger, the Syndication Agents, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other Obligor. Except facilities set forth herein, as otherwise expressly provided in the Loan Documentsmay be applicable to such Lender, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documentsand either it, or (b) the Person exercising discretion in making its decision to inspect the books make, acquire and/or hold such commercial loans or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and its nor any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) advisors, attorneysinfact or affiliates have not made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includinghereafter taken, without limitation, including any review of the affairs of a Loan Party or any Borrower or other Obligor) affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent Agent, any arranger of this credit facility or any other LenderLender and their respective related parties, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each other Obligor their affiliates and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent Agent, any arranger of this credit facility or any other LenderLender and their respective related parties, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each other Obligortheir affiliates. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any Borrower Loan Party or any other Obligor which affiliate of a Loan Party that may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact advisors, attorneysinfact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the LC Issuer expressly acknowledges and agrees (a) that none of the Administrative Agent, Collateral Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor the Arranger has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent, Collateral Agent hereinafter taken (includingor the Arranger hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower or other Obligor) Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the LC Issuer as to any matter, including whether the Administrative Agent, the Collateral Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the LC Issuer represents to the Administrative Agent, the Collateral Agent and the Arranger that it (has, independently and without any reliance upon the Administrative Agent Agent, the Collateral Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each their Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and the LC Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, the Collateral Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties. Each Lender and each other Obligor. Except as otherwise expressly provided the LC Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the Loan Documentsordinary course and is entering into this Agreement as a Lender or LC Issuer for the purpose of making, the Administrative Agent shall not have any duty acquiring or responsibility (a) to keep any Lender informed holding commercial loans and providing other facilities set forth herein as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish applicable to such Lender or LC Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the LC Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and the LC Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such informationLender or such LC Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that the Administrative no Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative any Agent hereinafter taken (includinghereafter taken, without limitation, including any review of the affairs of the Borrower, Regional Management, the Servicer, any Borrower Originator, the Backup Servicer or other Obligor) the Image File Custodian shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it (has, independently and without any reliance upon the Administrative any Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of the Borrower, the Servicer, Regional Management, each Borrower Originator, the Backup Servicer or the Image File Custodian and each other Obligor the Receivables and has made its own decision to make purchase its Loans interest in the Notes hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative any Agent or any 156 other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreementany of the Basic Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of the Borrower, the Servicer, Regional Management, each Borrower Originator, the Backup Servicer or the Image File Custodian and each other Obligorthe Receivables. Except as otherwise expressly provided in the Loan Documentsfor notices, the Administrative reports and other documents received by an Agent hereunder, no Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any Borrower the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any other Obligor the Image File Custodian or the Receivables which may come into the possession of the Administrative such Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.