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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting Bank. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and made its own decision to make its Extensions of Credit hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower that may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

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

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

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has made any representations representation or warranties warranty to it and that no act by the Agent or any affiliate thereof hereinafter such Person hereafter taken, including any review of the affairs of the BorrowerBorrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that (i) it has, independently and without reliance upon the Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assetsprospects, operations, propertyproperties, financial and other conditions, prospects condition and creditworthiness of the Borrower and its Subsidiaries and made its own decision to make its Extensions of Credit hereunder and enter into this Agreement. Each Lender Agreement and extend credit to the Fronting Bank also represents that Borrower hereunder, and (ii) it will, independently and without reliance upon the Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under this Agreement, the other Credit Documents and to make such investigation as it deems necessary to inform itself as to the business, assetsprospects, operations, propertyproperties, financial and other conditions, prospects condition and creditworthiness of the BorrowerBorrower and its Subsidiaries. Except for notices, reports and other documents as expressly required to be furnished to the Lenders provided in this Agreement and the Fronting Bank by the Agent hereunderother Credit Documents, the Agent shall not have any no duty or responsibility responsibility, either initially or on a continuing basis, to provide any Lender or the Fronting Bank with any credit or other information concerning the business, prospects, operations, assets, propertyproperties, financial or other conditions, prospects condition or creditworthiness of the Borrower Borrower, its Subsidiaries or any other Person that may at any time come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate Affiliate thereof hereinafter taken, including any review of the affairs of the BorrowerCredit Parties, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit Parties and made its own decision to make its Extensions of Credit hereunder and enter into this Credit Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the BorrowerCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower that Credit Parties which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

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

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate Affiliate thereof hereinafter taken, including any review of the affairs of the BorrowerBorrowers, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Borrowers and made its own decision to make its Extensions of Credit hereunder and enter into this Credit Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the BorrowerBorrowers. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower that Borrowers which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the BorrowerLessor, the Guarantor or the Lessee, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Lessor, the Guarantor and the Lessee and made its own decision to make its Extensions of Credit Loans hereunder and enter into this Loan Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementLoan Agreement and the other Operative Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerLessor, the Guarantor and the Lessee. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower that Lessor, the Guarantor or the Lessee which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

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

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting Bank. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent Agents or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and made its own decision to make its Extensions of Credit hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents acknowledges that it will, independently and without reliance upon the Agent Agents or any other Lender, Lender and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this AgreementAgreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers and the Joint Bookrunners, the Syndication Agents, the Documentation Agents, the Senior Co-Manager and the Co-Managers are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to make such investigation as this Agreement or any other Loan Document; it deems necessary to inform itself as to the business, assets, operations, property, financial being understood and other conditions, prospects and creditworthiness agreed that each of the BorrowerJoint Lead Arrangers and the Joint Bookrunners, the Syndication Agents, the Documentation Agents, the Senior Co-Manager and the Co-Managers shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents. Except for noticesWithout limitation of the foregoing, reports none of the Joint Lead Arrangers, the Joint Bookrunners, the Syndication Agents, the Documentation Agents, the Senior Co-Manager or the Co-Managers in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person. If at any time any Lender serving as an Agent becomes a Defaulting Lender, or an Affiliate of a Defaulting Lender is serving as an Agent, and other documents expressly such Defaulting Lender fails to cure all defaults that caused it to become a Defaulting Lender, and cease being a Defaulting Lender or an Affiliate of a Defaulting Lender, within ten Business Days from the date it became a Defaulting Lender, then the Required Lenders may, but shall not be required to, direct such Agent to resign as Agent (including, without limitation, any functions and duties as Administrative Agent, Collateral Agent and/or as Issuing Lender, as the case may be), and upon the direction of the Required Lenders, as applicable, such Agent shall be required to be furnished to so resign, in accordance with the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness sixth paragraph of the Borrower that may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesthis Article 9.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrower and Borrower, ’s Subsidiaries shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower and Borrower’s Subsidiaries and made its own decision to make its Extensions extensions of Credit credit hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, the Notes and the Guaranty Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower and Borrower’s Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or and other conditions, prospects condition or creditworthiness of the Borrower that or any of Borrower’s Subsidiaries which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting each Issuing Bank expressly acknowledges that neither none of the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Joint Lead Arranger has made any representations representation or warranties warranty to it it, and that no act by the Agent or any affiliate thereof hereinafter Joint Lead Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrowerany Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Agent or any Joint Lead Arranger to any Lender or Issuing Bank as to any matter, including whether the Fronting BankAgent or the Joint Lead Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and the Fronting each Issuing Bank represents to the Agent and each Joint Lead Arranger that it has, independently and without reliance upon the Agent Agent, any Joint Lead Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Extensions of Credit hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and the Fronting each Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Agent Agent, the Joint Lead Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own 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 to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and each 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 noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and Issuing Bank agrees not to assert a claim in contravention of the Lenders foregoing. Each Lender and the Fronting Issuing Bank by the Agent hereunderrepresents and warrants that it is sophisticated with respect to decisions to make, the Agent shall not have any duty or responsibility acquire and/or hold commercial loans and to provide any other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Fronting Bank with any credit Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other information concerning the businessfacilities, operationsis experienced in making, assets, property, financial acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of the Borrower that may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesfacilities.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact fact, subsidiaries or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the BorrowerBorrowers, Guarantor or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Borrowers, Guarantor and their respective Affiliates and made its own decision to make its Extensions Loans and Line of Credit hereunder Advances, to participate in Swing Line Loans and to enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerBorrowers, Guarantor and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by Agent hereunder or by the Agent hereunderother Loan Documents, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or and other conditions, prospects condition or creditworthiness of the Borrower that Borrowers, Guarantor or any of their respective Affiliates which may come into the possession of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact fact, subsidiaries or Affiliatesaffiliates.

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any other Lender nor any of its their respective officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations representation or warranties warranty to it such Lender and that no act by the Agent or any affiliate thereof hereinafter other Lender hereafter taken, including any review of the affairs of the BorrowerBorrower or any of the Guarantors, shall be deemed to constitute any representation or warranty by the Agent or any Lender to any Lender or the Fronting Bankother Lender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, condition (financial and other conditions, prospects otherwise) and creditworthiness of the Borrower and the value of the Collateral and other Properties of the Borrower or any other Person and has made its own decision to make its Extensions of Credit hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, condition (financial and other conditions, prospects otherwise) and creditworthiness of the BorrowerBorrower and the value of the Collateral and other Properties of the Borrower or any other Person. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsand otherwise), prospects or creditworthiness of the Borrower that or the value of the Collateral or other Properties of the Borrower or any other Person which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrowerany Credit Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and the other Credit Parties and made its own decision to make its Extensions of Credit Loans hereunder and enter into this Credit Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the BorrowerBorrower and the other Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower that and the other Credit Parties which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

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

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

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

Non-Reliance on Agent and Other Lenders. Each Lender and of the Fronting Bank Lenders expressly acknowledges that neither the Agent Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter hereafter taken, including including, without limitation, any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankAgent. Each Lender of the Lenders also represents and the Fronting Bank represents warrants to the Agent and the other Lenders that it has, independently and without reliance upon the Agent any such Person (or any other Lender, of their Affiliates) and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, prospects, financial and other conditions, prospects conditions and creditworthiness of the Borrower and made its own decision to make its Extensions of Credit hereunder and enter into this Agreement. Each Lender and of the Fronting Bank Lenders also represents that it will, independently and without reliance upon the Agent or any other Liquidity Bank or Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, prospects, financial and other conditions, prospects condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by Neither of the Agent hereundernor any of the Lenders, the Agent nor any of their respective Affiliates, shall not have any duty or responsibility to provide any Lender or the Fronting Bank party to this Agreement with any credit or other information concerning the business, operations, assets, property, prospects, financial or and other conditions, prospects condition or creditworthiness of the Borrower that which may come into the possession of the Agent such Person or any of its respective officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates, except that the Agent shall promptly distribute to the Lenders and the Liquidity Banks, copies of financial and other information expressly provided to the Agent by the Borrower pursuant to this Agreement for distribution to the Lenders.

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

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it other than as set forth in this Credit Agreement and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrowerany Credit Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit Parties and made its own decision to make its Extensions of Credit Loans hereunder and enter into this Credit Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the BorrowerCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower that Credit Parties which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates; provided, however, that Agent agrees to provide, upon written request of a Lender, any information requested by such Lender if such information is in Agent's possession.

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

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the each Borrower and FSI and made its own decision to make its Extensions of Credit Loans hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrowereach Borrower and FSI. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by Agent hereunder or by the Agent hereunderother Loan Documents, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or and other conditions, prospects condition or creditworthiness of the each Borrower that and FSI which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Notwithstanding anything contained in the preceding sentence to the contrary, Agent agrees to promptly provide Lenders with (i) copies of all financial statements, reports and certificates delivered by Borrowers to Agent hereunder, (ii) copies of all notices and other communications deemed by Agent to be material, relating to the transactions contemplated by this Agreement, that are sent or received by Agent, and (iii) any other information, financial or otherwise, deemed by Agent to be material, relating to any Borrower’s financial condition or ability to perform its obligations hereunder, furnished to, or obtained by, Agent hereunder.

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither none of the Agent nor or any of its respective officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliates Affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter hereafter taken, including any review of the affairs of the BorrowerBorrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower and the Guarantors and made its own decision to make its Extensions Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerBorrower and the other Loan Parties. Except for The Agent agrees to promptly furnish to each Lender a copy of all notices, reports and other documents expressly required to be furnished to received by it from the Lenders and the Fronting Bank by the Agent hereunder, Borrower; provided that the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower that or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or AffiliatesAffiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreement.

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

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter takenhereinafter, including any review of the affairs of the BorrowerBorrower or any other Credit Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, appropriate made its own appraisal evaluation of and investigation into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Borrower or any other Credit Party and the value and Lien status of any collateral security and made its own decision to make its Extensions of Credit hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreementany Loan Document, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the BorrowerBorrower or any other Credit Party and the value and Lien status of any collateral security. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, propertyProperty, financial or and other conditions, prospects condition or creditworthiness of the Borrower that or any other Credit Party which at any time may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrower and Borrower, 's Subsidiaries shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower and Borrower's Subsidiaries and made its own decision to make its Extensions extensions of Credit credit hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, the Notes and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower and Borrower's Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or and other conditions, prospects condition or creditworthiness of the Borrower that or any of Borrower's Subsidiaries which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither none of the Agent nor or any of its respective officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliates Affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter hereafter taken, including any review of the affairs of the Borrower, any other Loan Party, or any other party to the Loan Documents, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Borrower, the other Loan Parties, and any other party to the Loan Documents and made its own decision to make its Extensions Loans, participate in Letters of Credit hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Loan Parties, and any other party to the Loan Documents. Except for The Agent agrees to promptly furnish to each Lender a copy of all notices, reports and other documents expressly required to be furnished received by it from the Borrower pursuant to the Lenders and the Fronting Bank by the Agent hereunder, terms hereof; provided that the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower that Borrower, any other Loan Party, or any other party to the Loan Documents which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or AffiliatesAffiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreement.

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has made any representations representation or warranties warranty to it and that no act by the Agent or any affiliate thereof such Person hereinafter taken, including any review of the affairs of the BorrowerCredit Parties and their Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that (i) it has, independently and without reliance upon the Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assetsprospects, operations, propertyproperties, financial and other conditions, prospects condition and creditworthiness of the Borrower Borrower, the Guarantors and the Subsidiaries and made its own decision to make its Extensions of Credit hereunder and enter into this Agreement. Each Lender Agreement and extend credit to the Fronting Bank also represents that Borrower hereunder, and (ii) it will, independently and without reliance upon the Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under this Agreement, the other Credit Documents and to make such investigation as it deems necessary to inform itself as to the business, assetsprospects, operations, propertyproperties, financial and other conditions, prospects condition and creditworthiness of the BorrowerCredit Parties and their respective Subsidiaries. Except for notices, reports and other documents as expressly required to be furnished to the Lenders provided in this Agreement and the Fronting Bank by the Agent hereunderother Credit Documents, the Agent shall not have any no duty or responsibility responsibility, either initially or on a continuing basis, to provide any Lender or the Fronting Bank with any credit or other information concerning the business, prospects, operations, assets, propertyproperties, financial or other conditions, prospects condition or creditworthiness of the Borrower Credit Parties, their respective Subsidiaries or any other Person that may at any time come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the each Borrower and FSI and made its own decision to make its Extensions of Credit Loans hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrowereach Borrower and FSI. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by Agent hereunder or by the Agent hereunderother Loan Documents, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or and other conditions, prospects condition or creditworthiness of the each Borrower that and FSI which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Notwithstanding anything contained in the preceding sentence to the contrary, Agent agrees to promptly provide Lenders with (i) copies of all financial statements, reports and certificates delivered by Borrowers to Agent hereunder, (ii) copies of all notices and other communications deemed by Agent to be material, relating to the transactions contemplated by this Agreement, that are sent or received by Agent, and (iii) any other information, financial or otherwise, deemed by Agent to be material, relating to any Borrower's financial condition or ability to perform its obligations hereunder, furnished to, or obtained by, Agent hereunder.

Non-Reliance on Agent and Other Lenders. Each Lender and of the Fronting Bank Lenders expressly acknowledges that neither the Agent Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter hereafter taken, including including, without limitation, any review of the affairs of the BorrowerLoan Parties, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankAgent. Each Lender of the Lenders also represents and the Fronting Bank represents warrants to the Agent and the other Lenders that it has, independently and without reliance upon the Agent any such Person (or any other Lender, of their Affiliates) and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, prospects, financial and other conditions, prospects conditions and creditworthiness of the Borrower Loan Parties and made its own decision to make its Extensions of Credit hereunder and enter into this Agreement. Each Lender and of the Fronting Bank Lenders also represents that it will, independently and without reliance upon the Agent or any other Liquidity Bank or Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, prospects, financial and other conditions, prospects condition and creditworthiness of the BorrowerLoan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by Neither of the Agent hereundernor any of the Lenders, the Agent nor any of their respective Affiliates, shall not have any duty or responsibility to provide any Lender or the Fronting Bank party to this Agreement with any credit or other information concerning the business, operations, assets, property, prospects, financial or and other conditions, prospects condition or creditworthiness of the Borrower that Loan Parties which may come into the possession of the Agent such Person or any of its respective officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates, except that the Agent shall promptly distribute to the Lenders and the Liquidity Banks, copies of financial and other information expressly provided to the Agent by either of the Loan Parties pursuant to this Agreement for distribution to the Lenders.

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

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrowerany Credit Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit Parties and made its own decision to make its Extensions of Credit Loans hereunder and enter into this Credit Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the BorrowerCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower that Credit Parties which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter hereafter taken, including any review of the affairs of the BorrowerBorrowers, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Borrowers and made its own decision to make its Extensions of Credit Loans hereunder and enter into this Credit Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the BorrowerBorrowers. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower that Borrowers which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the BorrowerLessor, the Guarantor, any Subsidiary Guarantor or any Lessee, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Lessor, the Guarantor, each Subsidiary Guarantor and each Lessee and made its own decision to make its Extensions of Credit Loans hereunder and enter into this Loan Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementLoan Agreement and the other Operative Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerLessor, the Guarantor, each Subsidiary Guarantor and each Lessee. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower that Lessor, the Guarantor, any Subsidiary Guarantor or any Lessee which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Issuing Bank expressly acknowledges that neither none of the Agent nor any either of its officers, directors, employees, agents, attorneys-in-fact or affiliates the Arrangers has made any representations representation or warranties warranty to it it, and that no act by the Agent or any affiliate thereof hereinafter either of the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrowerany Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Agent or either of the Arrangers to any Lender or Issuing Bank as to any matter, including whether the Fronting BankAgent or either of the Arrangers has disclosed material information in their (or their Related Parties’) possession. Each Lender and the Fronting Issuing Bank represents to the Agent and each Arranger that it has, independently and without reliance upon the Agent or any other Lender, Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Borrowers and their Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Extensions of Credit hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and the Fronting Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Agent or any other Lender, Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own 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 to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerBorrowers. Except Each Lender and 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 noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished to such Lender or Issuing Bank, and not for the Lenders purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the Fronting Issuing Bank by agrees not to assert a claim in contravention of the Agent hereunderforegoing. Each Lender and the Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, the Agent shall not have any duty or responsibility acquire and/or hold commercial loans and to provide any other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Fronting Bank with any credit Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other information concerning the businessfacilities, operationsis experienced in making, assets, property, financial acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of the Borrower that may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesfacilities.

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Issuing Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting Bank. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent, any Co-Collateral Agent or any other Lender, Lender or any of their respective Affiliates and based on such documents and information as it has deemed appropriate, made conducted its own appraisal of and independent investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower financial condition and affairs of the Loan Parties and their Subsidiaries and made its own credit analysis and decision to make its Extensions of Credit hereunder and enter into this Agreement. Each Lender further represents and warrants that it has reviewed each document made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof (including any such terms and conditions set forth, or otherwise maintained, on the Platform with respect thereto). Each Lender and the Fronting Issuing Bank also represents acknowledges that it will, independently and without reliance upon the any Agent, any Co-Collateral Agent or any other Lender, Lender or any of their respective Affiliates and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender acknowledges and to make agrees that neither such investigation as it deems necessary to inform itself as to the businessLender, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower that may come into the possession of the Agent or nor any of its officersAffiliates, directorsparticipants or assignees, employeesmay rely on Agent or Co-Collateral Agents to carry out such Lender's, Affiliate's, participant's or assignee's customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of Borrowers, their Affiliates or their agents, attorneysthis Agreement, the other Loan Documents or the transactions hereunder or thereunder or contemplated hereby or thereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such Anti-in-fact or AffiliatesTerrorism Laws.

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

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter takentaken after the Closing Date, including any review of the affairs of the Borrowerany Credit Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Borrowers and the other Credit Parties and made its own decision to make its Extensions of Credit hereunder Loans and enter into this the Credit Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this the Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the BorrowerBorrowers and the other Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunderunder the Credit Agreement, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower that Borrowers and the other Credit Parties which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

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

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the BorrowerBorrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower or its Subsidiaries and made its own decision to make its Extensions of Credit hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the BorrowerBorrower or its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower that or its Subsidiaries which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Agent and Other Lenders. Each New Credit Agreement Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrowerany Credit Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankNew Credit Agreement Lender. Each New Credit Agreement Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other New Credit Agreement Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit Parties and made its own decision to make its Extensions of Credit Loans hereunder and enter into this Credit Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other New Credit Agreement Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the BorrowerCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the New Credit Agreement Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any New Credit Agreement Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower that Credit Parties which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates ("Agent-Related Persons") has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter takenAgent-Related Person hereinafter, including any review of the affairs of the BorrowerBorrower or any other Person, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal evaluation of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower and the Guarantors and made its own decision to make its Extensions of Credit hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreementany Loan Document, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerBorrower and the Guarantors. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or and other conditions, prospects condition or creditworthiness of the Borrower that and the Guarantors which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

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

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the BorrowerBorrowers and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Borrowers and its Subsidiaries and made its own decision to make its Extensions of Credit Loans hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerBorrowers and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunderhereunder or by the other Loan Documents, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or and other conditions, prospects condition or creditworthiness of the Borrower that Borrowers and its Subsidiaries which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

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

Non-Reliance on Agent and Other Lenders. Each of the Issuing Bank and each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter takenhereinafter, including any review of the affairs of the Borrowerany Borrower or any other Credit Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each of the Issuing Bank and each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent Agent, the Issuing Bank or any other Lender, and based on such documents and information as it has deemed appropriate, appropriate made its own appraisal evaluation of and investigation into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of each Borrower and each other Credit Party and the Borrower value and Lien status of any collateral security and made its own decision to make its Extensions of Credit hereunder and enter into this Agreement. Each of the Issuing Bank and each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent Agent, the Issuing Bank or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreementany Loan Document, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of each Borrower and each other Credit Party and the Borrowervalue and Lien status of any collateral security. Except for notices, reports and other documents expressly required to be furnished to the Issuing Bank and/or the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide the Issuing Bank or any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, propertyProperty, financial or and other conditions, prospects condition or creditworthiness of the any Borrower that and any other Credit Party which at any time may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Agent and Other Lenders. Each member of the Lender and the Fronting Bank Group expressly acknowledges that neither none of the Agent nor or any of its their respective officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrower, or any other Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting any Issuing Bank. Each Lender and the Fronting Issuing Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Borrower, and each other Loan Party and made its own decision to make its Extensions of Credit Loans hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, and each other Loan Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, none of the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, assets, operations, assets, propertyproperties, financial or other conditionscondition, prospects or creditworthiness of the Borrower Borrower, or any other Loan Party that may come into the possession of the Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-attorneys in fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter hereafter taken, including any review of the affairs of the Borrowera Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own “CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.” appraisal of of, and investigation into into, the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Group Members and their Affiliates and made its own decision to make its Credit Extensions of Credit hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerGroup Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any no duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower any Group Member or any Affiliate of a Group Member that may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-attorneys in fact or Affiliates.

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates has have made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the BorrowerCompany or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditionscondition, prospects and creditworthiness of the Borrower Company and its Subsidiaries and made its own decision to make its Extensions of Credit Loans hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditionscondition, prospects and creditworthiness of the BorrowerCompany and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the The Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or and other conditionscondition, prospects or creditworthiness of the Borrower that Company or any of its Subsidiaries which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly --------------------------------------- acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has made any representations representation or warranties warranty to it and that no act by the Agent or any affiliate thereof such Person hereinafter taken, including any review of the affairs of the Borrower, Holdings and their Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that (i) it has, independently and without reliance upon the Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assetsprospects, operations, propertyproperties, financial and other conditions, prospects condition and creditworthiness of the Borrower Borrower, Holdings and their Subsidiaries and made its own decision to make its Extensions of Credit hereunder and enter into this Agreement. Each Lender Agreement and extend credit to the Fronting Bank also represents that Borrower hereunder, and (ii) it will, independently and without reliance upon the Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under this Agreement, the other Credit Documents and to make such investigation as it deems necessary to inform itself as to the business, assetsprospects, operations, propertyproperties, financial and other conditions, prospects condition and creditworthiness of the Borrower, Holdings and their Subsidiaries. Except for notices, reports and other documents as expressly required to be furnished to the Lenders provided in this Agreement and the Fronting Bank by the Agent hereunderother Credit Documents, the Agent shall not have any no duty or responsibility responsibility, either initially or on a continuing basis, to provide any Lender or the Fronting Bank with any credit or other information concerning the business, prospects, operations, assets, propertyproperties, financial or other conditions, prospects condition or creditworthiness of the Borrower Borrower, Holdings, their Subsidiaries or any other Person that may at any time come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliates Affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrowerany Credit Party or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit Parties and their respective Subsidiaries and made its own decision to make its Extensions of Credit Loans hereunder and enter into this AgreementAgreement and the Credit Documents. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, the other Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the BorrowerCredit Parties and their respective Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunderhereunder or by the other Credit Documents, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or and other conditions, prospects or creditworthiness of the Borrower that any Credit Party or any of its Subsidiaries which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or Affiliates. Neither the Agent nor any Lender shall be deemed to be a fiduciary or have any fiduciary duty to any other Lender or Credit Party.

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank L/C Issuer expressly acknowledges and agrees that neither the Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has made any representations or warranties to it such Lender or the L/C Issuer and that no act by the Agent or any affiliate thereof hereinafter hereafter taken, including any review of the affairs of the Borrower or Affiliate of Borrower, shall be deemed to constitute any such representation or warranty by the Agent to any Lender or the Fronting BankL/C Issuer. Each Lender and the Fronting Bank represents to the Agent L/C Issuer, for itself, agrees that it has, independently and without reliance upon the on Agent or any other LenderLender and the L/C Issuer, and based on such documents and information as it has deemed appropriate, made its own appraisal credit analysis of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and made its own Affiliates and decision to make its Extensions of Credit hereunder and enter into this Agreement. Each Lender Agreement and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other LenderLender and the L/C Issuer, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this AgreementAgreement or under any other Loan Document. Subject to the provisions of the first sentence of Section 14.13, and Agent shall not be required to make such investigation as it deems necessary to inform keep itself informed as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness performance or observance by Borrower of this Agreement or any of the Borrowerother Loan Documents or any other document referred to or provided for herein or therein or to inspect the books of Borrower or any of its Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders Lender or the L/C Issuer by Agent hereunder or as otherwise agreed by Agent and the Fronting Bank by Lender and the Agent hereunderL/C Issuer, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank L/C Issuer with any credit or other information concerning the business, operations, assets, propertyaffairs, financial condition or other conditions, prospects business of Borrower or creditworthiness any of the Borrower its Affiliates that may come into the possession of the Agent or any of its officersAffiliates. Without limiting the foregoing, directorsAgent shall not, employeesexcept as expressly set forth herein and in the other Loan Documents, agentshave any duty to disclose, attorneys-in-fact and shall not be liable for the failure to disclose, any information relating to Borrower or Affiliatesany of its Affiliates that is communicated to or obtained by the Person serving as Agent or any of its Affiliates in any capacity. Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lender and the L/C Issuer or to any other Person to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Article 14 or in any of the Loan Documents, it being understood and agreed that in respect of, or any act, omission or event related thereto, Agent shall have no duty or liability whatsoever to the Lender or the L/C Issuer , except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender or the L/C Issuer .

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly --------------------------------------- acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the BorrowerLessor, the Guarantor or the Lessee, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Lessor, the Guarantor and the Lessee and made its own decision to make its Extensions of Credit Loans hereunder and enter into this Loan Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementLoan Agreement and the other Operative Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerLessor, the Guarantor and the Lessee. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower that Lessor, the Guarantor or the Lessee which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-in- fact or Affiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter of them hereafter taken, including any review of the affairs of the BorrowerCompany or any Subsidiary, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it hashas or will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed or will deem appropriate, made and will make its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Company and its Subsidiaries, and made and will make its own decision to make its Extensions Loans, participate in Letters of Credit hereunder and enter into this Agreementthe Loan Documents to which it is or will be a party. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreementthe Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerCompany and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunderhereunder or furnished to the Agent with copies or counterparts for the Lenders, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or and other conditions, prospects condition or creditworthiness of the Borrower that Company which may come into its possession or the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates has have made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the BorrowerParent or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditionscondition, prospects and creditworthiness of the Borrower Parent or its Subsidiaries and made its own decision to make its Extensions of Credit Loans hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditionscondition, prospects and creditworthiness of the BorrowerParent and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the The Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or and other conditionscondition, prospects or creditworthiness of the Borrower that Parent or any of its Subsidiaries which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank each L/C Issuer expressly acknowledges that neither none of the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Arranger has made any representations representation or warranties warranty to it it, and that no act by the Agent or any affiliate thereof hereinafter Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrowerany Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Agent or any Arranger to any Lender or each L/C Issuer as to any matter, including whether the Fronting BankAgent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the Fronting Bank each L/C Issuer represents to the Agent and the Arrangers that it has, independently and without reliance upon the Agent Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Extensions of Credit hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and the Fronting Bank L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Agent or any other Lender, Lender or any of their Related Parties DB1/ 136748921.1136748921.3 -144- and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerLoan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunderas provided in Section 9.12, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank Credit Party with any other credit or other information concerning the business, operations, assets, propertyaffairs, financial condition or other conditions, prospects or creditworthiness business of the Borrower any Loan Party that may come into the possession of the Agent Agent. Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and 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 Lender or such L/C Issuer, and either it, or the Person exercising discretion in making its officersdecision to make, directorsacquire and/or hold such commercial loans or to provide such other facilities, employeesis experienced in making, agents, attorneys-in-fact acquiring or Affiliates.holding such commercial loans or providing such other facilities. 9.08

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and made its own decision to make its Extensions of Credit hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower that may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has made any representations or warranties to it any Lender and that no act by Agent in the Agent or any affiliate thereof hereinafter future taken, including any review of the affairs of the BorrowerBorrowers, shall will be deemed to constitute any representation or of warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it the Lender has, independently and without reliance upon the on Agent or any other Lender, and based on such documents and information as it the Lender has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Borrowers and made its own decision to make its Extensions of Credit hereunder Loans under this Agreement and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the on Agent or any other Lender, and based on such documents and information as it shall deem each Lender deems 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 to make such investigation as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Borrowers. Notwithstanding the foregoing in this Section 12.6, Agent will (i) promptly provide each Lender with copies of (a) each audit report of an auditor of Agent, (b) any reconciliations of a Borrower's Receivables, Inventory, or payables requested by a Lender that are in Agent's possession and (c) each report, certificate, notice or other document delivered to Agent by Borrower pursuant to Section 8 or Section 10 and requested by a Lender, and (ii) make available, on a Lender's request, the applicable working papers of Agent's auditors (to the extent available) for inspection at Agent's office at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunderunder this Agreement, the Agent shall will not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower that Borrowers which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrowerany Credit Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit Parties and made its own decision to make its Extensions of Credit Revolving Loans hereunder and enter into this Credit Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the BorrowerCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower that Credit Parties which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank L/C Issuer expressly acknowledges that neither the Agent nor none of Agent, L/C Issuer, or any of its their respective officers, directors, employees, agents, attorneys-in-attorneys and other advisors, partners, attorneys in fact or affiliates has affiliates, have made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter L/C Issuer hereafter taken, including any review of the affairs of the Borrowera Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent or L/C Issuer to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent and L/C Issuer that it has, independently and without reliance upon the Agent Agent, L/C Issuer or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their affiliates and made its own decision to make its Extensions of Credit Loans hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent Agent, L/C Issuer, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the L/C Issuer or Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any L/C Issuer or Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower any Loan Party or any affiliate of a Loan Party that may come into the possession of the Agent, Collateral Agent or any of its their respective officers, directors, employees, agents, attorneys-in-attorneys and other advisors, partners, attorneys in fact or Affiliates.affiliates. 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, acquiring or holding commercial loans, issuing or participating in letters of credit or providing other similar facilities in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans, issuing or participating in letters of credit and providing other facilities set forth herein as may be applicable to such Lender or 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 Lender or L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans, issue or participate in letters of credit or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans, issue or participate in letters of credit or providing such other facilities. 105

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

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

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither each of the Agent nor any of and its officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the BorrowerBorrower or any of its Affiliates, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower or its Affiliates and made its own decision to make its Extensions of Credit Loans hereunder and enter into this Credit Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the BorrowerBorrower and its Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower that may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.or

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

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent Agent, NMS nor any of its their officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrowerany Credit Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent and NMS that it has, independently and without reliance upon the Agent or NMS or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit Parties and made its own decision to make its Extensions of Credit Loans hereunder and enter into this Credit Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or NMS or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the BorrowerCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent and NMS shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower that Credit Parties which may come into the possession of the Agent Agent, NMS or any of its their officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting Bank. Each Lender and the Fronting Bank represents to the Agent agrees that it has, independently and without reliance upon on the Agent or any other LenderLenders, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness credit analysis of the Borrower Borrowers and made its own decision to make its Extensions of Credit hereunder and enter into this Agreement. Each Lender Agreement and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other LenderLenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Agreement. The Agent does not make any warranty or representation to any Lender and shall not be responsible to any Lender for any statements, and warranties or representations (whether written or oral) made in or in connection with this Agreement. The Agent shall not be required to make such investigation as it deems necessary to inform inquire or keep itself informed as to the business, assets, operations, property, financial and performance or observance by the Borrowers of this Agreement or any other conditions, prospects and creditworthiness document referred to or provided for herein or to inspect the properties or books of the BorrowerBorrowers. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any no duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, propertyaffairs, financial condition or other conditions, prospects or creditworthiness businesses of the Borrower that Borrowers or any Affiliates of the Borrowers which may come into the possession of the Agent or any of its officersAffiliates. Notwithstanding the foregoing, directors, employees, agents, attorneys-in-fact or Affiliatesthe Agent will provide to the Lenders any and all information reasonably requested by them and reasonably available to the Agent promptly upon such request.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank --------------------------------------- expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has made any representations or warranties to it it, and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the BorrowerBorrower or Lessee, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower and Lessee, the value of and title to any collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby and by the other Operative Documents and has made its own decision to make its Extensions portion of Credit the Loan hereunder and enter into this AgreementLoan Agreement and the other Operative Documents to which it is a party as a Lender. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementLoan Agreement and the other Operative Documents to which it is a party as a Lender, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerBorrower and Lessee. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or and other conditions, prospects condition or creditworthiness of the Borrower that Borrower, Agent or Lessee which may come into the possession of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Agent and Other Lenders. Each Lender of the Lenders and the Fronting Bank L/C Issuer expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates BAS has made any representations representation or warranties warranty to it it, and that no act by the Agent or any affiliate thereof hereinafter BAS hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the BorrowerBorrower or any Affiliate thereof, shall be deemed to CHAR1\1991350v2 constitute any representation or warranty by the Agent or BAS to any Lender or the Fronting BankL/C Issuer as to any matter, including whether the Agent or BAS has disclosed material information in such Person’s (or its Related Parties’) possession. Each Lender of the Lenders and the Fronting Bank L/C Issuer represents to the Agent and BAS that it has, independently and without reliance upon the Agent Agent, BAS, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower and its Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Extensions of Credit hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender of the Lenders and the Fronting Bank L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Agent Agent, BAS, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own 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 to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerLoan Parties. Except for notices, reports and other documents expressly required to be furnished to Each of the Lenders and the Fronting Bank by L/C Issuer represents and warrants that (a) the Agent hereunderLoan Documents set forth the terms of a commercial lending facility and (b) it is engaged in making, acquiring or holding commercial loans in the Agent shall not have any duty or responsibility to provide any ordinary course and is entering into this Agreement as a Lender or the Fronting Bank with L/C Issuer, as applicable, 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 the L/C Issuer, as applicable, and not for the purpose of purchasing, acquiring or holding any credit or other information concerning the businesstype of financial instrument, operations, assets, property, financial or other conditions, prospects or creditworthiness and each of the Borrower that may come into Lenders and the possession L/C Issuer agrees not to assert a claim in contravention of the Agent foregoing. Each of the Lenders 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 Lender or any of the L/C Issuer, as applicable, and either it, or the Person exercising discretion in making its officersdecision to make, directorsacquire and/or hold such commercial loans or to provide such other facilities, employeesis experienced in making, agents, attorneys-in-fact acquiring or Affiliatesholding such commercial loans or providing such other facilities.

Non-Reliance on Agent and Other Lenders. Each Supplemental Credit Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrowerany Credit Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankSupplemental Credit Lender. Each Supplemental Credit Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Supplemental Credit Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit Parties and made its own decision to make its Extensions of Credit Term Loans hereunder and enter into this Credit Agreement. Each Supplemental Credit Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Supplemental Credit Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the BorrowerCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Supplemental Credit Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Supplemental Credit Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower that Credit Parties which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

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

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any other Lender nor any of its their respective officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations representation or warranties warranty to it such Lender and that no act by the Agent or any affiliate thereof hereinafter other Lender hereafter taken, including any review of the affairs of the BorrowerBorrower and/or the Co-Borrowers, shall be deemed to constitute any representation or warranty by the Agent or any Lender to any Lender or the Fronting Bankother Lender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, condition (financial and other conditions, prospects otherwise) and creditworthiness of the Borrower and/or the Co-Borrowers and the value of the Collateral and other Properties of the Borrower and/or the Co-Borrowers and has made its own decision to make its Extensions of Credit hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, condition (financial and other conditions, prospects otherwise) and creditworthiness of the BorrowerBorrower and/or the Co-Borrowers and the value of the Collateral and other Properties of the Borrower and/or the Co-Borrowers. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsand otherwise), prospects or creditworthiness of the Borrower that and/or the Co-Borrowers or the value of the Collateral or other Properties of the Borrower and/or the Co-Borrowers which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate Affiliate thereof hereinafter taken, including any review of the affairs of the BorrowerCredit Parties, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, 73 Spectra Energy Partners OLP, LP Credit Agreement operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit Parties and made its own decision to make its Extensions of Credit hereunder and enter into this Credit Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the BorrowerCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower that Credit Parties which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officersofficer, directorsdirector, employeesemployee, agentsagent, attorneysattorney-in-fact or affiliates affiliate thereof has made any representations or warranties to it and that no act taken by the Agent or any affiliate thereof hereinafter takenhereafter, including any review of the affairs of the BorrowerBorrower or any Guarantor, or other obligor shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankLender. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Borrower, Guarantors, and other obligors, and made its own decision to make its Extensions Commitment Percentage of Credit hereunder the Loan and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower. Except for notices, reports Guarantors, Obligors and other documents expressly required to be furnished to obligors. Each Lender assumes all risk of loss in connection with its interest in the Lenders and Loan. Without limiting the Fronting Bank by generality of the Agent hereunderforegoing, the Agent shall not have in any duty way be responsible for: (a) the accuracy of any information given or responsibility to provide be given to Lenders by or on behalf of Borrower or any Lender Guarantor; (b) the validity, enforceability or legal effect of any of the Loan Documents; (c) any title insurance policies furnished to Agent by Borrower or any other party or the Fronting Bank with any credit validity or other information concerning effectiveness of the business, operations, assets, property, financial or other conditions, prospects examination thereof; (d) the solvency or creditworthiness of Borrower or any Guarantor or the Borrower that may come into the possession collectibility of the Agent Loan; (e) the value of any collateral given to secure the Loan; (f) any recitals, representations, or warranties contained in, or for the execution, validity, genuineness, effectiveness, or enforceability of any Loan Document or any other instrument or document delivered hereunder or in connection herewith; or (g) the validity, genuineness, perfection, effectiveness, enforceability, existence, value, or enforcement of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesany collateral.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank --------------------------------------- expressly acknowledges that neither the Agent Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter hereafter taken, including including, without limitation, any review of the affairs of the Borrowerany Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting BankAgent. Each Lender represents and the Fronting Bank represents warrants to the Agent that it has, independently and without reliance upon the Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, prospects, financial and other conditions, prospects conditions and creditworthiness of the Borrower Loan Parties and made its own decision to make its Extensions of Credit Loans hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, prospects, financial and other conditions, prospects condition and creditworthiness of the BorrowerLoan Parties. Except for notices, reports and other documents expressly required under the Loan Documents to be furnished to the Lenders and the Fronting Bank by the Agent hereunderAgent, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, prospects, financial or and other conditions, prospects condition or creditworthiness of the Borrower that Loan Parties which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and the Fronting Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Fronting Bank. Each Lender and the Fronting Bank represents to the Agent that it has, independently and without reliance upon the Agent Agents or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and made its own decision to make its Extensions of Credit hereunder and enter into this Agreement. Each Lender and the Fronting Bank also represents acknowledges that it will, independently and without reliance upon the Agent Agents or any other Lender, Lender and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this AgreementAgreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers and the Joint Bookrunners, the Syndication Agents, the Documentation Agents, the Senior Co-Managers and the Co-Managers are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to make such investigation as this Agreement or any other Loan Document; it deems necessary to inform itself as to the business, assets, operations, property, financial being understood and other conditions, prospects and creditworthiness agreed that each of the BorrowerJoint Lead Arrangers and the Joint Bookrunners, the Syndication Agents, the Documentation Agents, the Senior Co-Managers and the Co-Managers shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents. Except for noticesWithout limitation of the foregoing, reports none of the Joint Lead Arrangers, the Joint Bookrunners, the Syndication Agents, the Documentation Agents, the Senior Co-Managers or the Co-Managers in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person. If at any time any Lender serving as an Agent becomes a Defaulting Lender, or an Affiliate of a Defaulting Lender is serving as an Agent, and other documents expressly such Defaulting Lender fails to cure all defaults that caused it to become a Defaulting Lender, and cease being a Defaulting Lender or an Affiliate of a Defaulting Lender, within ten Business Days from the date it became a Defaulting Lender, then the Required Lenders may, but shall not be required to, direct such Agent to resign as Agent (including, without limitation, any functions and duties as Administrative Agent, Collateral Agent and/or as Issuing Lender, as the case may be), and upon the direction of the Required Lenders, as applicable, such Agent shall be required to be furnished to so resign, in accordance with the Lenders and the Fronting Bank by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Fronting Bank with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness sixth paragraph of the Borrower that may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesthis Article 9.