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

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any 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 affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the AgentsAdministrative Agent, the Arrangers or Multicurrency Administrative Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent or the Multicurrency Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Multicurrency Administrative Agent to any Lender. Each Lender represents to the Agents Administrative Agent and Arrangers the Multicurrency Administrative Agent that it has, independently and without reliance upon the Administrative Agent or Arrangers, the Multicurrency 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, the Multicurrency 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 Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent or the Multicurrency Administrative Agent hereunder, neither the Administrative Agent nor the Multicurrency Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate affiliate of a Loan Party that may come into the possession of the Administrative Agent, the Multicurrency Administrative Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the Agents, the Arrangers or NationsBanc Capital Markets, Inc. ("NCMI") nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative Agent hereafter Agents, NCMI or any affiliate thereof hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent Agents or NCMI to any Lender. Each Lender represents to the Agents and Arrangers NCMI that it has, independently and without reliance upon the Administrative Agent Agents or Arrangers, NCMI 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 condition conditions, prospects and creditworthiness of the Loan Credit Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or ArrangersAgents, NCMI 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 the other Loan DocumentsCredit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Loan Parties and their AffiliatesCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent Agents and NCMI shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that the Credit Parties which may come into the possession of the Administrative Agent Agents, NCMI or any of its their officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agentsno Agent, the Arrangers Lender or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have Related Parties has made any representations representation or warranties warranty to it it, and that no act by the Administrative any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of a Loan any Credit Party or any Affiliate of a Loan Partythereof, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender as to any matter, including whether such Agent has disclosed material information in their possession. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative either Agent or Arrangers, 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 and an investigation into the business, prospects, operations, property, property financial and other condition and creditworthiness of the Loan Credit Parties and their Affiliates respective Subsidiaries and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Term Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers and the other Credit Parties hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 and the Agreement, any other Loan Documents, Credit Document or any related agreement or any document furnished hereunder or thereunder and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrowers and their Affiliatesthe other Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent pursuant to the Administrative Agent hereunderCredit Documents, the Administrative such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Loan Party of the Credit Parties or any Affiliate of a Loan Party that their respective Affiliates which may come into the possession of any Agent. Without limiting the foregoing, each Lender acknowledges and agrees that neither such Lender, nor any of its respective Affiliates, participants or assignees, may rely on the Administrative Agent 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 PATRIOT Act or the regulations thereunder, including the regulations contained in 31 C.F.R. 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of its officersthe following items relating to or in connection with any of the Credit Parties, directors, employees, their Affiliates or their agents, attorneys-in-fact the Credit Documents or affiliatesthe transactions hereunder or contemplated hereby: (a) any identity verification procedures, (b) any recordkeeping, (c) comparisons with government lists, (d) customer notices or (e) other procedures required under the CIP Regulations or such other Laws.

Non-Reliance on Agents and Other Lenders. Each Lender expressly and the Issuing Bank acknowledges that none of the Agentsno Agent, the Arrangers Lender or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have Related Parties has made any representations representation or warranties warranty to it it, and that no act by the Administrative any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of a Loan any Credit Party or any Affiliate of a Loan Partythereof, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender or Issuing Bank as to any matter, including whether such Agent has disclosed material information in their possession. Each Lender and the Issuing Bank represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative either Agent or Arrangers, 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 and an investigation into the business, prospects, operations, property, property financial and other condition and creditworthiness of the Loan Credit Parties and their Affiliates respective Subsidiaries and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Term Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers and the other Credit Parties hereunder. Each Lender and the Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 and the Agreement, any other Loan Documents, Credit Document or any related agreement or any document furnished hereunder or thereunder and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrowers and their Affiliatesthe other Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent pursuant to the Administrative Agent hereunderCredit Documents, the Administrative such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Loan Party of the Credit Parties or any Affiliate of a Loan Party that their respective Affiliates which may come into the possession of any Agent. Without limiting the foregoing, each Lender and the Issuing Bank acknowledges and agrees that neither such Lender or the Issuing Bank, nor any of its respective Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lender’s, Issuing Bank’s Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the PATRIOT Act or the regulations thereunder, including the regulations contained in 31 C.F.R. 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of its officersthe following items relating to or in connection with any of the Credit Parties, directors, employees, their Affiliates or their agents, attorneys-in-fact the Credit Documents or affiliatesthe transactions hereunder or contemplated hereby: (a) any identity verification procedures, (b) any recordkeeping, (c) comparisons with government lists, (d) customer notices or (e) other procedures required under the CIP Regulations or such other Laws.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or any of their respective officers, directors, employees, agents, attorneysno Agent-in-fact or affiliates have Related Person has made any representations or warranties to it and that no act by the Administrative Agent any Agent-Related Person hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Borrower Party, shall be deemed to constitute any representation or warranty by the Administrative Agent Agent- Related Person to any Lender. Each Lender represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative Agent or Arrangers, any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Loan Borrower Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Loan Parties and their AffiliatesBorrower Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party the Borrower Parties that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneysAgent-in-fact or affiliatesRelated Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the Agents, the Arrangers Arrangers, Syndication Agent or Syndication Agent, nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Agents Agents, Arrangers, Syndication Agent and Arrangers Syndication Agent, that it has, independently and without reliance upon the Administrative Agent, Arrangers, Syndication Agent or ArrangersSyndication 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, Arrangers, Syndication Agent or ArrangersSyndication 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any 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 affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party the Borrowers or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Borrowers and the other Loan Parties and their Affiliates and made its own decision to make its Term Loans extend credit to the Borrowers hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrowers and other Loan Parties and their AffiliatesParties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderor the Collateral Agent hereunder or under any of the other Loan Documents, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrowers or any other Loan Party or any Affiliate of a Loan Party that which may come into the possession of the Administrative such Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliatesAffiliates. Without limiting the generality of the foregoing, no Agent shall have any duty to monitor the Collateral used to calculate the Borrowing Base or the reporting requirements or the contents of reports delivered by the Borrowers’ Agent. Each Lender assumes the responsibility of keeping itself informed at all times.

Non-Reliance on Agents and Other Lenders. Each Lender and Issuing Bank expressly acknowledges that none of neither the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender and Issuing Bank represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of of, the Loan Parties and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 analysisappraisals of, appraisals and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the value of and title to any Collateral, and all applicable laws relating to the transactions contemplated hereby, and made its own decisions in entering into this Agreement and extending credit to the Borrower, taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

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

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or any of their respective officers, directors, employees, agents, attorneysno Agent-in-fact or affiliates have Related Person has made any representations or warranties to it and that no act by the Administrative Agent any Agent-Related Person hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Borrower Party, shall be deemed to constitute any representation or warranty by the Administrative Agent Agent-Related Person to any Lender. Each Lender represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative Agent or Arrangers, any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Loan Borrower Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Loan Parties and their AffiliatesBorrower Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that the Borrower Parties which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneysAgent-in-fact or affiliatesRelated Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or no Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative either Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Borrower, shall be deemed to constitute any representation or warranty by the Administrative such Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates Borrower and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, 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 Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that the Borrower which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, (including any review Lender in its capacity as a counterparty to a Hedging Agreement or provider of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Agents Bank Products and Arrangers Cash Management Services) agrees that it has, independently and without reliance upon the Administrative on any Agent or Arrangers, or any other LenderLenders, and based on such documents and information as it has deemed appropriate, made its own appraisal credit analysis of Borrower and investigation into the business, operations, property, financial Obligors and other condition and creditworthiness of the Loan Parties and their Affiliates and has made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents Agreement and that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 analysis and decisions in taking or not taking action under this Agreement and or any of the other Loan Documents, and Financing Agreements. Neither Agent shall be required to make such investigation as it deems necessary to inform keep itself informed as to the business, operations, property, financial and other condition and creditworthiness performance or observance by Borrower or any Obligor of any term or provision of this Agreement or any of the Loan Parties other Financing Agreements or any other document referred to or provided for herein or therein or to inspect the properties or books of Borrower or any Obligor. Administrative Agent will use reasonable efforts to provide Lenders with any information received by Administrative Agent from Borrower or any Obligor regarding its financial performance or the Collateral (including the collateral reports identified in Section 7.1 and their Affiliates. Except for notices, reports and other documents expressly the financial information delivered by the Borrower hereunder) or which is otherwise required to be furnished provided to the Lenders hereunder and with a copy of any Notice of Default or Failure of Condition received by the Administrative Agent hereunderfrom Borrower or any Lender; provided, the that, Administrative Agent shall not have any duty or responsibility be liable to provide any Lender with for any credit failure to do so, except to the extent that such failure is attributable to Administrative Agent’s own gross negligence or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate willful misconduct as determined by a final non-appealable judgment of a Loan Party that may come into the possession court of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatescompetent jurisdiction.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or no Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party the Borrower, the Servicer, DFC, the Backup Servicer or any Affiliate of a Loan Party, the Collateral Custodian shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian and their Affiliates the Receivables and made its own decision to make purchase its Term interest in the Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 any of the other Loan Basic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Borrower, the Servicer, DFC, the Backup Servicer or any Affiliate of a Loan Party that the Collateral Custodian or the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. Section 10.06.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or any of their respective officers, directors, employees, agents, attorneysno Agent-in-fact or affiliates have Related Person has made any representations or warranties to it and that no act by the Administrative Agent hereafter any Agent-Related Person hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent or ArrangersAgents, any other Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Loan Parties and their Affiliates Borrower and made its own decision to make its Term Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or ArrangersAgents, any other Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsCredit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Loan Parties and their AffiliatesBorrower. Except for (i) delivery of the Credit Documents, (ii) delivery of all financial statements received by the Administrative Agent pursuant to Section 7.1(a) and 7.1(b), (iii) delivery of all notices received by the Administrative Agent pursuant to Sections 7.1(e) and 7.8 and (iv) delivery of notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent no Agent-Related Person shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that the Borrower which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneysan Agent-in-fact or affiliatesRelated Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or any of their respective officers, directors, employees, agents, attorneysno Agent-in-fact or affiliates have Related Person has made any representations or warranties to it and that no act by the Administrative Agent any Agent-Related Person hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Borrower Party, shall be deemed to constitute any representation or warranty by the Administrative Agent Agent-Related Person to any Lender. Each Lender represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative Agent or Arrangers, any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Loan Borrower Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Loan Parties and their AffiliatesBorrower Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Loan Borrower Party or any Affiliate of a Loan Party that which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneysAgent-in-fact or affiliatesRelated Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the AgentsAgents nor the Lead Arrangers, the Arrangers or nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates have made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative such Agent to any LenderLender as to any matter, including whether the Agents have disclosed material information in their possession. Each Lender represents to the Agents and Arrangers Lead Arrangers, that it has, independently and without reliance upon the Administrative Agent Agents or Lead Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Term Loans Credit Extensions hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Agents, the Lead Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the either Administrative Agent or Collateral Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that may come into the possession of the Administrative any Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or no Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates thereof has made any representations or warranties to it and that no act by any Agent taken after the Administrative Agent hereafter takenClosing Date, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Credit Parties, shall be deemed to constitute any representation or warranty by the Administrative such Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower and their Affiliates its Subsidiaries and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower and their Affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that the Credit Parties which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon any Agent, any arranger of the Administrative Agent Term B Facility or Arrangers, any amendment thereto or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent, any arranger of the Administrative Agent Term B Facility or Arrangers, any amendment thereto or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers Arranger or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Agents and Arrangers Arranger that it has, independently and without reliance upon the Administrative Agent or ArrangersArranger, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or ArrangersArranger, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any 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 affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party CFC, CHL or their subsidiaries or any Affiliate affiliate of a Loan PartyCFC, CHL or their subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties CFC, CHL or their subsidiaries and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of CFC, CHL, their subsidiaries and the Loan Parties affiliates of CFC, CHL and their Affiliatessubsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Managing Administrative Agent hereunder, the Managing Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party CFC, CHL, their subsidiaries or any Affiliate affiliate of a Loan Party CFC, CHL or their subsidiaries that may come into the possession of the Managing Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party the Borrowers or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Borrowers and the other Loan Parties and their Affiliates and made its own decision to make its Term Loans extend credit to the Borrowers hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrowers and other Loan Parties and their AffiliatesParties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderor the Collateral Agent hereunder or under any of the other Loan Documents, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrowers or any other Loan Party or any Affiliate of a Loan Party that which may come into the possession of the Administrative such Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliatesAffiliates. Without limiting the generality of the foregoing, no Agent shall have any duty to monitor the assets of the Loan Parties or the reporting requirements or the contents of reports delivered by the Borrowers’ Agent. Each Lender assumes the responsibility of keeping itself informed at all times.

Non-Reliance on Agents and Other Lenders. Each Lender expressly and each L/C Issuer acknowledges that none of the Agents, the Arrangers or any of their respective officers, directors, employees, agents, attorneysAgent-in-fact or affiliates have Related Persons has made any representations representation or warranties warranty to it it, and that no act by the Administrative any Agent hereafter hereinafter taken, including any review of the affairs or Property of a Loan Party any of the Credit Parties or any Affiliate of a Loan Partytheir Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any LenderLender or any L/C Issuer. Each Lender and L/C Issuer represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative Agent or Arrangers, or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers and any other Person (other than the Lenders and L/C Issuers) party to a Loan Parties Document, and their Affiliates all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Term Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers. Each Lender and L/C Issuer also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, or any other Lender, Agent-Related Person 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 the other Loan Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers and any other Person (other than the Lenders and L/C Issuers) party to a Loan Parties and their AffiliatesDocument. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereundersuch Agent, the Administrative no Agent shall not have any duty or responsibility to provide any Lender or any L/C Issuer with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrowers or of any Loan Party or any Affiliate of other Person party to a Loan Party Document that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneysthe Agent-in-fact or affiliatesRelated Persons.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or Agents nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations representation or warranties warranty to it and that no act by the Administrative an Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Credit Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent Agents to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Credit Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, 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 Agreement and the other Loan DocumentsCredit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative an Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that the Credit Parties which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or Agents nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations representation or warranties warranty to it and that no act by the Administrative an Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Credit Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent Agents to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Credit Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, 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 Agreement and the other Loan DocumentsCredit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative an Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that the Credit Parties which may come into the possession of the Administrative such Agent or any of its their officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or no Agent nor any of their its respective officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party Borrower, any Guarantor or any Affiliate of a Loan other Credit Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any LenderLender or any Letter of Credit Issuer. Each Lender and Letter of Credit Issuer represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative such Agent or Arrangers, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and an investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties each Borrower, any Guarantor and their Affiliates any other Credit Party and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties any Borrower, any Guarantor and their Affiliatesany other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of any Loan Party Borrower, any Guarantor or any Affiliate of a Loan other Credit Party that may come into the possession of the Administrative such Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliate.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter hereinafter taken, including any review of the affairs of a the Borrower or any Loan Party or any Affiliate of a Loan Partyaudit performed by the Administrative Agent’s internal auditor pursuant to Section 6.1(l), shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties and their Affiliates and made its own decision to make its Term Loans extend credit to the Borrower hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and other Loan Parties and their AffiliatesParties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderor the Co-Collateral Agents hereunder or under any of the other Loan Documents, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party or any Affiliate of a Loan Party that which may come into the possession of the Administrative such Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliatesAffiliates. Without limiting the generality of the foregoing, no Agent shall have any duty to monitor the Collateral used to calculate the Borrowing Base or the reporting requirements or the contents of reports delivered by the Borrower. Each Lender assumes the responsibility of keeping itself informed at all times.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Each Lender agrees that in connection with any amendment, modification, waiver or supplement of this Agreement it will, independently and without reliance upon any Agent or any other Lender, make its own credit analysis, appraisals and decisions and will not rely upon any other Lender or Agent nor owe any respsonsibility to any other Agent or Lender in connection with such analysis, appraisal or decision. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or neither any Note Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative any Note Agent hereafter taken, including any review of the affairs of a Loan Party any Borrower, any Contingent Obligor, any trustee for any Designated Series, the Master Collateral Agent or any Affiliate of a Loan Party, the Lender Collateral Agent shall be deemed to constitute any representation or warranty by the Administrative such Note Agent to any Lender. Each Lender represents to the Agents Administrative Agent and Arrangers the Agent for its Lender Group that it has, independently and without reliance upon the Administrative any Note Agent or Arrangers, 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 value and creditworthiness of the Revolver Collateral, the Shared Collateral, the business, operations, property, financial and other condition and creditworthiness of each Borrower, AFS Funding Trust, each Contingent Obligor, trustee of each Designated Series, the Loan Parties and their Affiliates Master Collateral Agent or the Lender Collateral Agent and made its own decision to make its Term Loans hereunder and enter into this AgreementAgreement and its Commitment and make Advances hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative any Note Agent or Arrangers, 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 any of the other Loan Transaction Documents, and to make such investigation as it deems necessary to inform itself as to the value and creditworthiness of the Revolver Collateral, the Shared Collateral, the business, operations, property, financial and other condition and creditworthiness of each Borrower, AFS Funding Trust, each Contingent Obligor, trustee of each Designated Series, the Loan Parties and their AffiliatesMaster Collateral Agent or the Lender Collateral Agent. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative Agent hereunderunder Section 5.01(a) or 5.01(b) hereof, the Administrative Agent shall not have any duty or responsibility to provide any Agent or any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party Borrower, AFS Funding Trust, any Contingent Obligor, any trustee of any Designated Series, the Master Collateral Agent or any Affiliate of a Loan Party that the Lender Collateral Agent which 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 Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or no Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have its Related Parties has made any representations or warranties to it and that no act by the Administrative such Agent hereafter hereinafter taken, including including, without limitation, any review of the affairs of a the Borrower and the other Loan Party or any Affiliate of a Loan PartyParties, shall be deemed to constitute any representation or warranty by the Administrative such Agent to any Lender. Each Lender represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative such Agent or Arrangers, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and an investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties and their AffiliatesParties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative applicable Agent hereunderhereunder or under any other applicable Loan Document, the Administrative such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party or any Affiliate of a Loan Party that which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesRelated Parties.

Non-Reliance on Agents and Other Lenders. Each Lender and Issuing Bank expressly acknowledges that none of neither the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender and Issuing Bank represents and warrants to the Agents that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and Arrangers that in providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, in each case in the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance upon the Administrative any Agent or Arrangers, or any other LenderLender or any of the Related Parties of the foregoing, and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into the business, operations, property, financial and other condition and creditworthiness of of, the Loan Parties and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this AgreementAgreement and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the AgentsAdministrative Agent, the Arrangers or other Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative Agent hereafter or the other Agents hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Borrowers, shall be deemed to constitute any representation or warranty by the Administrative Agent or the other Agents to any Lender. Each Lender represents to the Administrative Agent and the other Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent or ArrangersAgent, the other 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, operations, property, financial and other condition and creditworthiness of the Loan Borrower Parties and their Affiliates and made its own decision to make its Term Loans loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or ArrangersAgent, the other 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 Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesBorrowers. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent and the other Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Borrowers or any Affiliate of a Loan Party that other Borrower Parties which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or no Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-in- fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party the Borrower, the Servicer, DFC, the Backup Servicer or any Affiliate of a Loan Party, the Collateral Custodian shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian and their Affiliates the Receivables and made its own decision to make purchase its Term interest in the Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 any of the other Loan Basic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Borrower, the Servicer, DFC, the Backup Servicer or any Affiliate of a Loan Party that the Collateral Custodian or the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. Section 10.06.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, Administrative Agent and the Arrangers or Syndication Agents nor any of their respective officers, directors, employees, agents, attorneys-in-advisors, attorneys in fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent or any Syndication Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Syndication Agent to any Lender. Each Lender represents to the Administrative Agent and the Syndication Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent, any Syndication Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, any Syndication Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate 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-advisors, attorneys in fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter hereinafter taken, including any review of the affairs of a any Loan Party or any Affiliate audit or due diligence review prepared by the internal auditor of a Loan Partyany Agent, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties and their Affiliates and made its own decision to make its Term Loans extend credit to the Borrower hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesParties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or under the other Loan Documents, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys-in-fact attorneys‑in‑fact or affiliatesAffiliates. Without limiting the generality of the foregoing, no Agent shall have any duty to monitor or verify the Collateral used to calculate the Borrowing Base or the reporting requirements or the contents of reports delivered by the Borrower. Each Lender assumes the responsibility of keeping itself informed at all times.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party CFC or its Subsidiaries or any Affiliate affiliate of a Loan PartyCFC or its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties CFC or its Subsidiaries and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of CFC and its Subsidiaries and the Loan Parties affiliates of CFC and their Affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Managing Administrative Agent hereunder, the Managing Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party CFC and its Subsidiaries or any Affiliate affiliate of a Loan Party CFC and its Subsidiaries that may come into the possession of the Managing Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the AgentsAdministrative Agent, the Arrangers or other Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative Agent hereafter or the other Agents hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Transaction Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent or the other Agents to any Lender. Each Lender represents to the Administrative Agent and the other Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent or ArrangersAgent, the other 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, operations, property, financial and other condition and creditworthiness of the Loan Transaction Parties and their Affiliates and made its own decision to make its Term Loans loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or ArrangersAgent, the other 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 Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesTransaction Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent and the other Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that the Transaction Parties which may come into the possession of the Administrative Agent or any other Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. (a) Each Lender expressly acknowledges that none of neither the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates affiliates and made its own decision to make its Term Loans extend credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderand the Collateral Agent hereunder or under any other Loan Document, the Administrative Agent and the Collateral Agent, as the case may be, shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate affiliate of a Loan Party that may come into the possession of the Administrative Agent, the Collateral Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact or affiliates. Neither the Syndication Agent, the Documentation Agent, the Joint Lead Arrangers nor the Joint Bookrunners shall have nor shall be deemed to have any fiduciary relationship with any Lender.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter hereinafter taken, including any review of the affairs of a any Borrower or any other Loan Party or any Affiliate of a Loan Partyaudit performed by the Administrative Agent’s internal auditor pursuant to Section 6.1(l), shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Borrowers and the other Loan Parties and their Affiliates and made its own decision to make its Term Loans extend credit to the Borrowers hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrowers and other Loan Parties and their AffiliatesParties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderAgent, the Administrative Canadian Agent or the Co-Collateral Agents hereunder or under any of the other Loan Documents, no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrowers or any other Loan Party or any Affiliate of a Loan Party that which may come into the possession of the Administrative such Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliatesAffiliates. Without limiting the generality of the foregoing, no Agent shall have any duty to monitor the Collateral used to calculate the U.S. Borrowing Base or the Kildair Borrowing Base or the reporting requirements or the contents of reports delivered by any Borrower. Each Lender assumes the responsibility of keeping itself informed at all times.

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

Non-Reliance on Agents and Other Lenders. Each Lender expressly and each Issuing Bank acknowledges that none of the Agents, the Arrangers or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent or Arrangers, Agents 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 credit analysis and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender and each Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent or Arrangers, Agents 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. Each Lender, by delivering its signature page to this Agreement and funding its Loans on the other Effective Date, or delivering its signature page to an Assignment and Assumption, Incremental Facility Amendment, Refinancing Amendment or Loan DocumentsModification Agreement pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to make such investigation as it deems necessary to inform itself as to the businessand approved, operations, property, financial each Loan Document and each other condition and creditworthiness of the Loan Parties and their Affiliates. Except for notices, reports and other documents expressly document required to be furnished to the Lenders delivered to, or be approved by the Administrative Agent hereunderor satisfactory to, the Administrative Agent, the Collateral Agent or the Lenders on the Effective Date. No Lender shall not have any duty right individually to realize upon any of the Collateral or responsibility to provide enforce any Lender Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Agents on behalf of the Lenders in accordance with the terms thereof. In the event of a foreclosure by the Collateral Agent on any credit of the Collateral pursuant to a public or private sale or other information concerning the businessdisposition, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Collateral Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its officersor their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, directorsfor the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, employeesto use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of the Lenders at such sale or other disposition. Each Lender, agentswhether or not a party hereto, attorneys-in-fact or affiliateswill be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, to have agreed to the foregoing provisions.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or no Agent nor any of their respective officers, directors, employeesemploy- ees, agents, attorneys-in-fact or affiliates have Affiliates thereof has made any representations represen- tations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Credit Parties, shall be deemed to constitute any representation or warranty by the Administrative such Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower and their Affiliates its Subsidiaries and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance reli- ance upon the Administrative any Agent or Arrangers, 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 ac- tion under this Agreement and the other Loan Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial fxxxx- cial and other condition and creditworthiness of the Loan Parties Borrower and their Affiliatesits Subsidi- aries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that the Credit Parties which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates. 10.7.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or no Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative either Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Borrower, shall be deemed to constitute any representation or warranty by the Administrative either Agent to any Lender. Each Lender represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative either Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates Borrower and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative either Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, hereunder or furnished to the Administrative Agent for the account of, or with a counterpart or copy for, each Lender, no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Borrower or any Affiliate of a Loan Party that its Subsidiaries which may come into the possession of the Administrative either Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party the Parent Borrower or any Affiliate of a Loan Partyits Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrowers and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrowers and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party the Borrowers that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or no Agent nor any of their its respective officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party Borrower, any Guarantor or any Affiliate of a Loan other Credit Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any LenderLender or any Letter of Credit Issuer. Each Lender and Letter of Credit Issuer represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative such Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties each Borrower, any Guarantor and their Affiliates any other Credit Party and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties any Borrower, any Guarantor and their Affiliatesany other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of any Loan Party Borrower, any Guarantor or any Affiliate of a Loan other Credit Party that may come into the possession of the Administrative such Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliate.

Non-Reliance on Agents and Other Lenders. Each Lender and Issuing Bank expressly acknowledges that none of the Agents, the Arrangers or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates Related Parties and the Arrangers have not made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender and Issuing Bank represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into the business, operations, property, financial and other condition and creditworthiness of of, the Loan Parties and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officersRelated Parties. Each Lender and each Issuing Bank represents and warrants, directorsas of the date each such Lender or Issuing Bank becomes a Lender or an Issuing Bank, employeesthat (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, agentsacquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or Issuing Bank for the purpose of making, attorneys-in-fact acquiring or affiliatesholding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing. Each Lender and each Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the Agents, the Arrangers or Agents nor any of their respective officers, directors, partners, employees, agents, advisors, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party Group Member or any Affiliate affiliate of a Loan PartyGroup Member, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower and the Guarantors and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower and the Guarantors and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party Group Member or any Affiliate affiliate of a Loan Party Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, partners, employees, agents, advisors, attorneys-in-fact or affiliates. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Borrower and the Guarantors and will rely significantly upon the Borrower and the Guarantors’ books and records, as well as on representations of the Borrower and the Guarantors’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Group Member or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers Agents or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Borrower, shall be deemed to constitute any representation or warranty by the Administrative such Agent to any Lender. Each Lender represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative such Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates Borrower and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative any Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that the Borrower which may come into the possession of the Administrative any Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the Agents, the Arrangers or NationsBanc Capital Markets, Inc. ("NCMI") nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative Agent hereafter Agents, NCMI or any affiliate thereof hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent Agents or NCMI to any Lender. Each Lender represents to the Agents and Arrangers NCMI that it has, independently and without reliance upon the Administrative Agent Agents or Arrangers, NCMI 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 condition conditions, prospects and creditworthiness of the Loan Credit Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or ArrangersAgents, NCMI 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 the other Loan DocumentsCredit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Loan Parties Credit Parties. The Administrative Agent shall promptly provide to the Lenders (a) copies of all notices of Defaults or Events of Default or other notices received in accordance with Section 11.1, (b) copies of all financial statements, certificates and their Affiliatesother information sent to it by the Borrower pursuant to Section 7.1, (c) any written information it receives regarding the unsecured debt rating of Highwoods Properties and (d) such other documents or notices received by the Administrative Agent pursuant to this Agreement and requested in writing by a Lender. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent Agents and NCMI shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that the Credit Parties which may come into the possession of the Administrative Agent Agents, NCMI or any of its their officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the AgentsArranger, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys and other advisors, partners, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Arranger or any Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Arranger or any Agent to any Lender. Each Lender represents to the Arranger and the Agents and Arrangers that it has, independently and without reliance upon the Administrative Arranger or any Agent or Arrangers, 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, operations, property, financial and other condition condition, prospects and creditworthiness of the Loan Parties and their Affiliates affiliates and made its own decision to make its Term Loans (and in the case of the Issuing Lender, its Letters of Credit) hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Arranger or any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition condition, prospects and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, neither the Administrative Arranger nor any Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate affiliate of a Loan Party that may come into the possession of the Administrative Arranger or such Agent or any of its officers, directors, employees, agents, attorneys and other advisors, partners, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender Lender, the LC Administrator and the Fronting Bank expressly acknowledges that none of the Agents, Agents nor the Arrangers or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations representation or warranties warranty to it it, and that no act by any Agent or the Administrative Agent Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of a the Loan Party Parties or any Affiliate of a Loan Partytheir Affiliates, shall be deemed to constitute any representation or any warranty by any Agent or the Administrative Agent Arrangers to any Lender, the LC Administrator or the Fronting Bank as to any matter, including whether any Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender Lender, the LC Administrator and the Fronting Bank represents to each Agent and the Agents and Arrangers that it has, it has, independently and without reliance upon the Administrative Agent or 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, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrowers and their Affiliates Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Term Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender Lender, the LC Administrator and the Fronting Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, the Arrangers, the LC Administrator, the Fronting Bank 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. Each Lender and the Fronting 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 and as a Lender or Fronting Bank for the other Loan Documentspurpose of making, acquiring or holding commercial loans set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and Fronting Bank agrees not to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness assert a claim in contravention of the Loan Parties foregoing. Each Lender and their Affiliates. Except for noticesFronting Bank represents and warrants that it is sophisticated with respect to decisions to make, reports acquire or hold commercial loans, as may be applicable to such Lender or Fronting Bank, and other documents expressly required either it, or the Person exercising discretion in making its decision to be furnished to the Lenders by the Administrative Agent hereundermake, the Administrative Agent shall not have any duty acquire or responsibility to provide any Lender with any credit hold such commercial loans, is experienced in making, acquiring or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of 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 affiliatesholding such commercial loans.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the Agents, the Book Manager or the Co-Arrangers or nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates Related Parties have made any representations or warranties to it and that no act by any Agent, the Administrative Agent Book Manager or any Co-Arrangers hereafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent, the Administrative Agent Book Manager or any Co-Arrangers to any Lender. Each Lender represents to the Agents Agents, the Book Manager and the Co-Arrangers that it has, independently and without reliance upon any Agent, the Administrative Agent Book Manager or Arrangers, any Co-Arranger 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent, the Administrative Agent Book Manager or Arrangers, any Co-Arranger 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate 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 affiliatesRelated Parties.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the Agents, the Arrangers Arrangers, Syndication Agents, Senior Managing Agents or Documentation Agents, nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Agents, Arrangers, Syndication Agents, Senior Managing Agents and Arrangers Documentation Agents, that it has, independently and without reliance upon the Administrative Agent Agent, Arrangers, Syndication Agents, Senior Managing Agents or ArrangersDocumentation 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent Agent, Arrangers, Syndication Agents, Senior Managing Agents or ArrangersDocumentation 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 Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any 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 affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the AgentsArranger, the Arrangers Agents or any of their respective officers, directors, employees, agents, attorneys and other advisors, partners, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Arranger or any Agent hereafter hereinafter taken, including any review of the affairs of Parent or a Loan Party or any Affiliate of Parent or a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Arranger or any Agent to any Lender. Each Lender represents to the Arranger and the Agents and Arrangers that it has, independently and without reliance upon the Administrative Arranger or any Agent or Arrangers, 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, operations, property, financial and other condition condition, prospects and creditworthiness of Parent or the Loan Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Arranger or any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition condition, prospects and creditworthiness of Parent or the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, neither the Administrative Arranger nor any Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of Parent or any Loan Party or any Affiliate of Parent or a Loan Party that may come into the possession of the Administrative Arranger or such Agent or any of its officers, directors, employees, agents, attorneys and other advisors, partners, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, Administrative Agent and the Arrangers or Syndication Agent nor any of their respective officers, directors, employees, agents, attorneys-in-advisors, attorneys in fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent or the Syndication Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Syndication Agent to any Lender. Each Lender represents to the Agents Administrative Agent and Arrangers the Syndication Agent that it has, independently and without reliance upon the Administrative Agent, the Syndication Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Syndication Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate 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-advisors, attorneys in fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each of the Lenders and the Issuing Lender expressly acknowledges that none of the AgentsAdministrative Agent, the Arrangers or other Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative Agent hereafter or the other Agents hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Borrower Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent or the other Agents to any Lender or the Issuing Lender. Each of the Lenders and the Issuing Lender represents to the Administrative Agent and the other Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent or ArrangersAgent, the other Agents or any other Lender or the Issuing Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Borrower Parties and their Affiliates and made its own decision to make its Term Loans loans hereunder and enter into this Agreement. Each Lender and the Issuing Lender also represents that it will, independently and without reliance upon the Administrative Agent or ArrangersAgent, the other Agents or any other Lender or the Issuing 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 the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesBorrower Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Issuing Lender by the Administrative Agent hereunder, the Administrative Agent Agent, the other Agents shall not have any duty or responsibility to provide any Lender or the Issuing Lender with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Borrower or any Affiliate of a Loan Party that other Borrower Parties which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or no Agent nor any of their respective officers, directors, employees, agents, attorneys-in-attorneys in fact or affiliates have has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party Group Member or any Affiliate affiliate of a Loan PartyGroup Member, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties Group Members and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative an applicable Agent hereunder, the Administrative such Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party Group Member or any Affiliate affiliate of a Loan Party Group Member that may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys-in-attorneys in fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or neither Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative Agent Agents hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent Agents to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the each Loan Parties and their Affiliates Party and made its own decision to make its Term Loans extensions of credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, 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 Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the each Loan Parties and their AffiliatesParty. Except for notices, reports reports, and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that which 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 Agents and Other Lenders. Each Lender expressly acknowledges that none of the AgentsAdministrative Agent, the Arrangers or other Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative Agent hereafter or the other Agents hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Borrower Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent or the other Agents to any Lender. Each Lender represents to the Administrative Agent and the other Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent or ArrangersAgent, the other 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, operations, property, financial and other condition and creditworthiness of the Loan Borrower Parties and their Affiliates and made its own decision to make its Term Loans loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or ArrangersAgent, the other 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 Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesBorrower Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent and the other Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Borrower or any Affiliate of a Loan Party that other Borrower Parties which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or any of their respective officers, directors, employees, agents, attorneysAgent-in-fact or affiliates have Related Persons has made any representations representation or warranties warranty to it it, and that no act by the Administrative any Agent hereafter hereinafter taken, including any review of the affairs or Property of a Loan Party or the Borrower and any Affiliate of a Loan Partyits Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender. Each Lender represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative Agent or Arrangers, or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and any other Person (other than the Lenders) party to a Loan Parties Document, and their Affiliates all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Term Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, or any other Lender, Agent-Related Person 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 the other Loan Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and any other Person (other than the Lenders) party to a Loan Parties and their AffiliatesDocument. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereundersuch Agent, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition (financial or otherwise), prospects or creditworthiness of Borrower and any Loan Party or any Affiliate of other Person party to a Loan Party Document that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneysthe Agent-in-fact or affiliatesRelated Persons.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Joint Lead Arrangers or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative any Agent or any Joint Lead Arranger hereafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent or any Joint Lead Arranger to any Lender. Each Lender represents to the Agents and the Joint Lead Arrangers that it has, independently and without reliance upon the Administrative Agent or Arrangersany Agent, any Joint Lead Arranger 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangersany Agent, any Joint Lead Arranger 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agentsno Agent nor any officer, the Arrangers or any of their respective officersdirector, directorsemployee, employeesagent, agents, attorneysattorney-in-fact or affiliates have Affiliate of any Agent has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any such Agent to any Lender. Each Lender represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the each Loan Parties and their Affiliates Party and made its own decision to make its Term Loans Loans, participate in Letters of Credit issued hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the each Loan Parties and their AffiliatesParty. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative an Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that which may come into the possession of the Administrative such Agent or any of its officersofficer, directorsdirector, employeesemployee, agentsagent, attorneysattorney-in-fact or affiliatesAffiliate of such Agent.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or no Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates thereof has made any representations or warranties to it and that no act by any Agent taken after the Administrative Agent hereafter takenClosing Date, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Credit Parties, shall be deemed to constitute any representation or warranty by the Administrative such Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties Holdings and their Affiliates its Subsidiaries and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Holdings and their Affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that the Credit Parties which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly and Issuing Bank acknowledges that none of the Agents, the Arrangers or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, Party 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 credit analysis and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender and Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative any Agent or Arrangers, Party 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. Each Lender and each Issuing Bank 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 Issuing Bank for the purpose of making, acquiring or holding commercial loans, issuing or participating in letters of credit and the providing other Loan Documentsfacilities set forth herein as may be applicable to such Lender or Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Issuing Bank agrees not to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness assert a claim in contravention of the Loan Parties foregoing. Each Lender and their Affiliates. Except for noticeseach Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, reports acquire or hold commercial loans, issue or participate in letters of credit and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any other facilities set forth herein, as may be applicable to such Lender with any or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans, issue or participate in letters of credit or to provide such other information concerning the businessfacilities, operationsis experienced in making, propertyacquiring or holding such commercial loans, condition (financial issue or otherwise), prospects participate in letters of credit or creditworthiness of 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 affiliates.providing such other facilities. Section 8.09

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or any of their respective officers, directors, employees, agents, attorneysAgent-in-fact or affiliates have Related Persons has made any representations representation or warranties warranty to it it, and that no act by the Administrative any Agent hereafter hereinafter taken, including any review of the affairs or Property of a Loan Party any of the Credit Parties or any Affiliate of a Loan Partytheir Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender. Each Lender represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative Agent or Arrangers, or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers and any other Person (other than the Lenders) party to a Loan Parties Document, and their Affiliates all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Term Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, or any other Lender, Agent-Related Person 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 the other Loan Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers and any other Person (other than the Lenders) party to a Loan Parties and their AffiliatesDocument. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereundersuch Agent, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrowers or of any Loan Party or any Affiliate of other Person party to a Loan Party Document that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneysthe Agent-in-fact or affiliatesRelated Persons.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates have made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Credit Party or any Affiliate of a Loan Credit Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Credit Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this AgreementAgreement and the other Credit Documents, if applicable. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Credit Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have have, and in no event shall any Collateral Agent have, any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Credit Party or any Affiliate of a Loan Credit Party that may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or any of their respective officers, directors, employees, agents, attorneysno Agent-in-fact or affiliates have Related Person has made any representations or warranties to it and that no act by the Administrative Agent any Agent-Related Person hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Borrower Party, shall be deemed to constitute any representation or warranty by the Administrative Agent such Agent-Related Person to any Lender. Each Lender represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative Agent or Arrangers, any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Loan Borrower Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Loan Parties and their AffiliatesBorrower Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent Bank hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that the Borrower Parties which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneysAgent-in-fact or affiliatesRelated Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or no Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative either Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Borrower, shall be deemed to constitute any representation or warranty by the Administrative either Agent to any Lender. Each Lender represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative either Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates Borrower and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative either Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, hereunder or furnished to the Administrative Agent for the account of, or with a counterpart or copy for, each Lender, no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower, any Loan Party of its Subsidiaries or any Affiliate of a Loan Party that Excluded Subsidiary which may come into the possession of the Administrative either Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the Agents, the Arrangers Arrangers, Syndication Agents, Senior Managing Agents or Documentation Agents, nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Agents, Arrangers, Syndication Agents, Senior Managing Agents and Arrangers Documentation Agents, that it has, 181 independently and without reliance upon the Administrative Agent Agent, Arrangers, Syndication Agents, Senior Managing Agents or ArrangersDocumentation 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent Agent, Arrangers, Syndication Agents, Senior Managing Agents or ArrangersDocumentation 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 Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any 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 affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender of the Lenders and the Issuing Lenders expressly acknowledges that none of the AgentsAdministrative Agent, the Arrangers or other Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative Agent hereafter or the other Agents hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Borrower Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent or the other Agents to any Lender or any Issuing Lender. Each Lender of the Lenders and the Issuing Lenders represents to the Administrative Agent and the other Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent or ArrangersAgent, the other Agents or any other Lender or any other Issuing Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Borrower Parties and their Affiliates and made its own decision to make its Term Loans loans hereunder and enter into this Agreement. Each Lender and each Issuing Lender also represents that it will, independently and without reliance upon the Administrative Agent or ArrangersAgent, the other Agents or any other Lender or any other Issuing 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 the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesBorrower Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders or the Issuing Lenders by the Administrative Agent hereunder, the Administrative Agent Agent, the other Agents shall not have any duty or responsibility to provide any Lender or any Issuing Lender with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Borrower or any Affiliate of a Loan Party that other Borrower Parties which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or any of their respective officers, directors, employees, agents, attorneysAgent-in-fact or affiliates have Related Persons has made any representations representation or warranties warranty to it it, and that no act by the Administrative any Agent hereafter hereinafter taken, including any review of the affairs or Property of a Loan Party any of the Credit Parties or any Affiliate of a Loan Partytheir Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender. Each Lender represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative Agent or Arrangers, or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers and any other Person (other than the Lenders) party to a Loan Parties Document, and their Affiliates all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Term Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, or any other Lender, Agent-Related Person 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 the other Loan Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers and any other Person (other than the Lenders) party to a Loan Parties and their AffiliatesDocument. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereundersuch Agent, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrowers or of any Loan Party or any Affiliate of other Person party to a Loan Party Document that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneysthe Agent-in-fact or affiliates.Related Persons. 99

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and 509265-1496-1626614997-Active.24788754.1135668272.3 without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly ---------------------------------------- acknowledges that none of the Agents, the Arrangers or no Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender confirms to the Agents that it has not relied, and will not rely hereafter, on any Agent to check or inquire on such Lender's behalf into the adequacy, accuracy or completeness or any information provided by any of the Loan Parties or any other Person under or in connection with the Loan Documents or the transactions herein contemplated (whether or not the information has been or is hereafter distributed to such Lender by any Agent). Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates affiliates, and all applicable bank regulatory laws relating to the transactions contemplated thereby and by the other Loan Documents, and made its own decision to make its Term Loans and other extensions of credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial or otherwise), prospects ) or creditworthiness of any Loan Party or any Affiliate affiliate of a Loan Party that may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations or warranties, recitals or statements made herein or therein or made in any written or oral statements, or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Loan Party to any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none neither of the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have (including, without limitation, Wachovia Securities, Inc. (the "Arranger"); it being understood that each reference to affiliate in this Section 13.6 shall include the Arranger) has made any representations or warranties to it and that no act by the Administrative an Agent hereafter or any affiliate thereof hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Consolidated Group, shall be deemed to constitute any representation or warranty by the Administrative an Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent or Arrangers, 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 condition conditions, prospects and creditworthiness of the Loan Parties and their Affiliates Consolidated Group and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, 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 Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Loan Parties and their AffiliatesConsolidated Group. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent Agents hereunder, the Administrative Agent Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that the Consolidated Group which may come into the possession of the Administrative an Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none no Agent, nor any of the Agents, the Arrangers or any of their respective ' officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative an Agent hereafter taken, including including, without limitation, any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lendersuch Agent. Each Lender represents and warrants to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, prospects, financial and other condition conditions and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, prospects, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesParties. Except for notices, reports and other documents expressly required under the Loan Documents to be furnished to the Lenders by the Administrative Agent hereunderan Agent, the Administrative such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, prospects, financial and other condition (financial or otherwise), prospects or creditworthiness of any the Loan Party or any Affiliate of a Loan Party that Parties which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative any Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon any Agent, the Administrative Agent or ArrangersLead Arranger, any Co-Arranger 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent, the Administrative Agent or ArrangersLead Arranger, any Co-Arranger 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or no Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-attorneys in fact or affiliates have has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party Group Member or any Affiliate affiliate of a Loan PartyGroup Member, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, or any other LenderLender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents agrees that it will, independently and without reliance upon the Administrative any Agent or Arrangers, or any other LenderLender or any of their Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and Agreement, the other Loan DocumentsDocuments or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative any Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party Group Member or any Affiliate of a Loan Party Group Member that may come into the possession of the Administrative any Agent or any of its officers, directors, employees, agents, attorneys-in-attorneys in fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly and each Issuing Bank acknowledges that none of the Agents, the Arrangers or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent, any arranger, Collateral Agent or Arrangers, or any other Lender, Lender or Issuing Bank or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender and each Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any arranger, Collateral Agent or Arrangers, or any other Lender, Lender or Issuing Bank 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. Each Lender and each Issuing Bank 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 Issuing Bank for the purpose of making, acquiring or holding commercial loans, issuing or participating in letters of credit and the providing other Loan Documentsfacilities set forth herein as may be applicable to such Lender or Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Issuing Bank agrees not to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness assert a claim in contravention of the Loan Parties foregoing. Each Lender and their Affiliates. Except for noticeseach Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, reports acquire or hold commercial loans, issue or participate in letters of credit and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any other facilities set forth herein, as may be applicable to such Lender with any or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans, issue or participate in letters of credit or to provide such other information concerning the businessfacilities, operationsis experienced in making, propertyacquiring or holding such commercial loans, condition (financial issue or otherwise), prospects participate in letters of credit or creditworthiness of 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 affiliatesproviding such other facilities.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or no Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender confirms to the Agents that it has not relied, and will not rely hereafter, on any Agent to check or inquire on such Lender’s behalf into the adequacy, accuracy or completeness or any information provided by any of the Loan Parties or any other Person under or in connection with the Loan Documents or the transactions herein contemplated (whether or not the information has been or is hereafter distributed to such Lender by any Agent). Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates affiliates, and all applicable bank regulatory laws relating to the transactions contemplated thereby and by the other Loan Documents, and made its own decision to make its Term Loans and other extensions of credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial or otherwise), prospects ) or creditworthiness of any Loan Party or any Affiliate affiliate of a Loan Party that may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations or warranties, recitals or statements made herein or therein or made in any written or oral statements, or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Loan Party to any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers no Agent-Related Person or Arranger nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative Agent any Agent-Related Person or Arranger hereafter taken, including any consent to any acceptance of any assignment or review of the affairs of a Loan any Borrower Party or any Affiliate of a Loan Partyits Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent Agent-Related Person or Arranger to any Lender. Each Lender, including any Lender by assignment, represents to the Agents each Agent and Arrangers Arranger that it has, independently and without reliance upon the Administrative Agent or Arrangersany Agent-Related Person, any Arranger 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 condition conditions, prospects and creditworthiness of each Credit Party (or its Affiliates) and all applicable bank regulatory laws related to the Loan Parties and their Affiliates transactions contemplated hereby and made its own decision to make its Term Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it willshall, independently and without reliance upon the Administrative Agent or Arrangersany Agent-Related Person, any Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Loan Parties and their any Borrower Party (or its Affiliates). Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative neither any Agent nor any Arranger shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that the Borrower Parties which may come into the possession of the Administrative Agent any Agent-Related Person or Arranger or any of its their officers, directors, employees, agents, attorneys-in-fact or affiliates.. Revolving Credit Agreement Acadia Strategic Opportunity Fund III LLC

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or any of their respective officers, directors, employees, agents, attorneysAgent-in-fact or affiliates have Related Persons has made any representations representation or warranties warranty to it it, and that no act by the Administrative any Agent hereafter hereinafter taken, including any review of the affairs or Property of a Loan Party or any Affiliate of a Loan PartyBorrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender. Each Lender represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative Agent or Arrangers, or any other Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and any other Person (other than the Lender Group) party to a Loan Parties Document, and their Affiliates all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Term Loans hereunder and enter into this AgreementAgreement and to extend credit to Borrower. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, or any other Lender, Agent-Related Person 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 the other Loan Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and any other Person (other than the Lender Group) party to a Loan Parties and their AffiliatesDocument. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Lender Group by the Administrative Agent hereunderAgent, the Administrative no Agent shall not have any duty or responsibility to provide any member of the Lender Group with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition (financial or otherwise), prospects or creditworthiness of Borrower and any Loan Party or any Affiliate of other Person party to a Loan Party Document that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneysthe Agent-in-fact or affiliatesRelated Persons.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter hereinafter taken, including any review of the affairs of a the Borrowers or any Loan Party or any Affiliate of a Loan Partyaudit performed by the Administrative Agent’s internal auditor pursuant to Section 6.1(l), shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Borrowers and the other Loan Parties and their Affiliates and made its own decision to make its Term Loans extend credit to the Borrowers hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrowers and other Loan Parties and their AffiliatesParties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderor the Collateral Agent hereunder or under any of the other Loan Documents, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrowers or any other Loan Party or any Affiliate of a Loan Party that which may come into the possession of the Administrative such Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliatesAffiliates. Without limiting the generality of the foregoing, no Agent shall have any duty to monitor the Collateral used to calculate the Borrowing Base or the reporting requirements or the contents of reports delivered by the Borrowers or the Borrower’s Agent. Each Lender assumes the responsibility of keeping itself informed at all times.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or Applicable Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact attorneysinfact or affiliates have made any representations or warranties to it and that no act by the Administrative any Applicable Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any Applicable Agent to any Lender. Each Lender represents to the Applicable Agents and Arrangers that it has, independently and without reliance upon the Administrative any Applicable Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and its affiliates and made its own decision to make its Term Loans and other extensions of credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Applicable Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesand its affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative an Applicable Agent hereunder, the Administrative Agent Applicable Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate affiliate of a Loan Party that may come into the possession of the Administrative any Applicable Agent or any of its officers, directors, employees, agents, attorneys-in-fact attorneysinfact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party the Borrower or any Affiliate affiliate NEWYORK 9337890 of a Loan Partythe Borrower, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower and their Affiliates its affiliates and made its own decision to make its Term Revolving Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower and their Affiliatesits affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Borrower or any Affiliate affiliate of a Loan Party the Borrower that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none neither the Arranger nor any of the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys and other advisors, partners, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Arranger or any Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Arranger or any Agent to any Lender. Each Lender represents to the Arranger and the Agents and Arrangers that it has, independently and without reliance upon the Administrative Arranger or any Agent or Arrangers, 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, operations, property, financial and other condition condition, prospects and creditworthiness of the Loan Parties and their Affiliates affiliates and made its own decision to make its Term Loans (and in the case of the Issuing Lender, its Letters of Credit) hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Arranger or any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition condition, prospects and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, neither the Administrative Arranger nor any Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate affiliate of a Loan Party that may come into the possession of the Administrative Arranger or such Agent or any of its officers, directors, employees, agents, attorneys and other advisors, partners, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or neither Agent nor any of their its respective officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent Agents to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower and their Affiliates and its Subsidiaries made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, 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 Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower and their Affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, Agents hereunder or furnished to the Administrative Agent for the account of, or with a counterpart or copy for, each Lender, no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that may come into the possession of the Administrative Agent Borrower or any of its officersSubsidiaries which may come into its possession or any officer, directorsdirector, employeesemployee, agentsagent, attorneysattorney-in-fact or affiliatesAffiliate.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter Agents hereinafter taken, including any review of the affairs of a Loan Party the Company or any Affiliate of a Loan Partyits Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent Agents to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent or Arrangers, 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 condition condition, prospects and creditworthiness of the Loan Parties Company and their Affiliates its Subsidiaries and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, 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 Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition condition, prospects and creditworthiness of the Loan Parties Company and their Affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent The Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)and other condition, prospects or creditworthiness of any Loan Party the Company or any Affiliate of a Loan Party that its Subsidiaries which may come into the possession of the Administrative Agent Agents or any of its their officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or no Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party the Borrower, the Servicer, DFC, the Backup Servicer or any Affiliate of a Loan Party, the Collateral Custodian shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian and their Affiliates the Receivables and made its own decision to make purchase its Term interest in the Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 any of the other Loan Basic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, DB1/ 139452285.4 130 154304283v7 property, financial and other condition and creditworthiness of the Loan Parties Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Borrower, the Servicer, DFC, the Backup Servicer or any Affiliate of a Loan Party that the Collateral Custodian or the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. Section 10.06.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative any Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent or Arrangersany Agent, Co-Lead Arranger 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangersany Agent, Co-Lead Arranger 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Arrangers or no Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Credit Parties, shall be deemed to constitute any representation or warranty by the Administrative such Agent to any Lender. Each Lender represents to the Agents and Arrangers each Agent that it has, independently and without reliance upon the Administrative such Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of Holdings and the Loan Parties Company and their Affiliates its Subsidiaries and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of Holdings and the Loan Parties Company and their Affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that the 91 Credit Parties which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. (a) Each Lender expressly acknowledges that none of the confirms to Agents, the Arrangers each other Lender and each of their respective Related Parties that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on Agents, any other Lender or any of their respective officersRelated Parties, directorsof evaluating the merits and risks (including tax, employeeslegal, agentsregulatory, attorneys-in-fact or affiliates have made any representations or warranties to it credit, accounting and that no act by the Administrative Agent hereafter takenother financial matters) of (x) entering into this Agreement, including any review (y) making its portion of the affairs Facility and (z) taking or not taking actions hereunder, (ii) is financially able to bear such risks and (iii) has determined that entering into this Agreement and making its portion of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderFacility is suitable and appropriate for it. (b) Each Lender represents to acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement and the Agents and Arrangers that other Margin Loan Documentation, (ii) it has, independently and without reliance upon the Administrative Agent or ArrangersAgents, any other Lender or any other Lenderof their respective Related Parties, made its own appraisal and investigation of all risks associated with, and its own credit analysis and decision to enter into, this Agreement based on such documents and information as it has deemed appropriate, made its own appraisal of appropriate and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that (iii) it will, independently and without reliance upon the Administrative Agent or ArrangersAgents, any other Lender or any other Lenderof their respective Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection with, and its own credit analysis and decision to take or not take action under, this Agreement and the other Margin Loan Documentation and whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder, based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning Borrowers and Affiliates of Borrowers) as it shall from time to time deem appropriate at appropriate, which may include, in each case: (i) the timefinancial condition, continue to make its own credit analysisstatus and capitalization of Borrowers; (ii) the legality, appraisals and decisions in taking validity, effectiveness, adequacy or not taking action under enforceability of this Agreement and the other Margin Loan DocumentsDocumentation and any other agreement, and to make such investigation as it deems necessary to inform itself as arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreement; (iii) determining compliance or non-compliance with any condition hereunder to the business, operations, property, financial and other condition and creditworthiness making of the Loan Parties Advances and their Affiliates. Except for noticesthe form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; and (iv) the adequacy, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have accuracy and/or completeness of any duty or responsibility to provide any Lender with any credit or other information concerning the businessdelivered by Agents, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that may come into the possession of the Administrative Agent other Lender or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.their respective Related Parties under or

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Joint Lead Arrangers or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative any Agent or any Joint Lead Arranger hereafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent or any Joint Lead Arranger to any Lender. Each Lender represents to the Agents and the Joint Lead Arrangers that it has, independently and without reliance upon the Administrative Agent or Arrangersany Agent, any Joint Lead Arranger 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangersany Agent, any Joint Lead Arranger 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the 119 Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Loan Party CFC or its Subsidiaries or any Affiliate affiliate of a Loan PartyCFC or its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative any Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties CFC or its Subsidiaries and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of CFC and its Subsidiaries and the Loan Parties affiliates of CFC and their Affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Managing Administrative Agent hereunder, the Managing Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the 45 business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party CFC and its Subsidiaries or any Affiliate affiliate of a Loan Party CFC and its Subsidiaries that may come into the possession of the Managing Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the AgentsAgent, the Arrangers or Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates Related Parties have made any representations or warranties to it and that no act by the Administrative Agent or the Collateral Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Collateral Agent to any Lender. Each Lender represents to the Agents Agent and Arrangers the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or Arrangers, 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, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its the Term Loans Loan hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent or the Collateral Agent hereunder, the Administrative Agent and the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that may come into the possession of the Administrative Agent or the Collateral Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatestheir respective Related Parties.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of the AgentsAdministrative Agent, the Arrangers or other Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative Agent hereafter or the other Agents hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent or the other Agents to any Lender. Each Lender represents to the Administrative Agent and the other Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent or ArrangersAgent, the other 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, operations, property, financial and other condition and creditworthiness of the Loan Borrower Parties and their Affiliates and made its own decision to make its Term Loans loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or ArrangersAgent, the other 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 Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent and the other Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Loan Party the Borrower or any Affiliate of a Loan Party that other Borrower Parties which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none neither of the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have (including, without limitation, First Union Securities, Inc. d/b/a Wachovia Securities (the "Arranger"); it being understood that each reference to affiliate in this Section 13.6 shall include the Arranger) has made any representations or warranties to it and that no act by the Administrative an Agent hereafter or any affiliate thereof hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Consolidated Parties, shall be deemed to constitute any representation or warranty by the Administrative an Agent to any Lender. Each Lender represents to the Agents and Arrangers that it has, independently and without reliance upon the Administrative Agent or Arrangers, 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 condition conditions, prospects and creditworthiness of the Loan Consolidated Parties and their Affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, 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 Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Loan Parties and their AffiliatesConsolidated Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent Agents hereunder, the Administrative Agent Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that the Consolidated Parties which may come into the possession of the Administrative an Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. (a) Each Lender, each Issuing Lender and each FCI Issuing Lender expressly acknowledges that none of the Agents, Administrative Agent nor the Arrangers or Foreign Trade Facility Agent (nor any of their respective officersAffiliates), directorsand each Agent expressly acknowledges that none of the other Agent(s) (nor any of their respective Affiliates), employees, agents, attorneys-in-fact or affiliates have has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or the Foreign Trade Facility Agent (or any of their Affiliates) (or by any other Agent(s) (or any of their respective Affiliates), in the case of the Administrative Agent and the Foreign Trade Facility Agent) hereafter taken, including any consent to, and acceptance of, any assignment or review of the affairs of a Loan Party the Parent Borrower or any Affiliate of a Loan Partythereof, shall be deemed to constitute any representation or warranty by the Administrative Agent, the Foreign Trade Facility Agent or any of their respective Affiliates to any Lender, any Issuing Lender or any FCI Issuing Lender (or to any other Agent(s) (or any of their respective Affiliates), in the case of the Administrative Agent and the Foreign Trade Facility Agent) as to any matter, including whether the Administrative Agent, the Foreign Trade Facility Agent or any of their respective Affiliates have disclosed material information in their (or their Related Parties’) possession. Each Lender, each Issuing Lender and each FCI Issuing Lender represents to the Agents Administrative Agent, the Foreign Trade Facility Agent and Arrangers each of their Affiliates that it has, independently and without reliance upon the Administrative Agent or ArrangersAgent, the Foreign Trade Facility Agent, any of their respective Affiliates or any other Lender, Issuing Lender or FCI Issuing Lender, or any of the respective Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Term Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers from time to time hereunder. Each Lender, each Issuing Lender and each FCI Issuing Lender also represents acknowledges that it will, independently and without reliance upon any of the Administrative Agent or ArrangersAgent, the Foreign Trade Facility Agent, any Affiliates of any of the foregoing or any other Lender, Issuing Lender or FCI Issuing Lender, or any of the respective Related Parties of any of the foregoing, and based on upon 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 taking, or not taking taking, action under under, or based upon, this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any 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 affiliatesParties.

Non-Reliance on Agents and Other Lenders. (a) Each Lender expressly acknowledges that none of the Agents, the Arrangers or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Secured Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Agents and Arrangers agrees that it has, independently and without reliance upon the Administrative Agent or Arrangers, on Agents or any other LenderSecured Party, and based on such documents and information as it has deemed appropriate, made its own appraisal credit analysis of Borrowers and investigation into the business, operations, property, financial Guarantors and other condition and creditworthiness of the Loan Parties and their Affiliates and has made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents Agreement and that it will, independently and without reliance upon the Administrative Agent or Arrangers, Agents or any other LenderSecured Party, 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 and or any of the other Loan Documents, and Financing Agreements. Agents shall not be required to make such investigation as it deems necessary to inform itself keep themselves informed as to the business, operations, property, financial and other condition and creditworthiness performance or observance by any Borrower or Guarantor of any term or provision of this Agreement or any of the Loan Parties other Financing Agreements or any other document referred to or provided for herein or therein or to inspect the properties or books of any Borrower or Guarantor. Each Agent will use reasonable efforts to provide Lenders with any information received by such Agent from any Borrower or Guarantor which is required to be provided to Lenders or deemed to be requested by Lenders hereunder and their Affiliateswith a copy of any Notice of Default or Failure of Condition received by such Agent from any Borrower or any Lender; provided, that, such Agent shall not be liable to any Lender for any failure to do so, except to the extent that such failure is attributable to such Agent’s own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderor deemed requested by Lenders hereunder (including the documents provided for in Section 14.10 hereof), the Administrative Agent shall not have any duty or responsibility to provide any Lender with any other credit or other information concerning the businessaffairs, operations, property, financial condition (financial or otherwise), prospects or creditworthiness business of any Loan Party Borrower or any Affiliate of a Loan Party Guarantor that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAgent.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none of neither the AgentsAdministrative Agent, the Arrangers or Multicurrency Administrative Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent or the Multicurrency Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Multicurrency Administrative Agent to any Lender. Each Lender represents to the Agents Administrative Agent and Arrangers the Multicurrency Administrative Agent that it has, independently and without reliance upon the Administrative Agent or Arrangers, the Multicurrency Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and an investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Arrangers, the Multicurrency 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 Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent or the Multicurrency Administrative Agent hereunder, neither the Administrative Agent nor the Multicurrency Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate affiliate of a Loan Party that may come into the possession of the Administrative Agent, the Multicurrency Administrative Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that none neither the Arranger nor any of the Agents, the Arrangers or Agents nor any of their respective officers, directors, employees, agents, attorneys and other advisors, partners, attorneys-in-fact or affiliates Affiliates have made any representations or warranties to it and that no act by the Administrative Arranger or any Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Arranger or any Agent to any Lender. Each Lender represents to the Arranger and the Agents and Arrangers that it has, independently and without reliance upon the Administrative Arranger or any Agent or Arrangers, 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, operations, property, financial and other condition condition, prospects and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Term Loans (and in the case of the Issuing Lender, its Letters of Credit) hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Arranger or any Agent or Arrangers, 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition condition, prospects and creditworthiness of the Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, neither the Administrative Arranger nor any Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that may come into the possession of the Administrative Arranger or such Agent or any of its officers, directors, employees, agents, attorneys and other advisors, partners, attorneys-in-fact or affiliatesAffiliates.