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

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor any of their respective Related Parties have made any representations or warranties to it and that no act by 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 such Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent that it has, independently and without reliance upon any Agent or any 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 respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 of the Issuing Lender and each Lender Letter of Credit Issuer expressly acknowledges that none of neither the Agents nor any of their respective Related Parties officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing any Lender or any LenderLetter of Credit Issuer. Each of the Issuing Lender and each Lender Letter of Credit Issuer represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any Lenderother Lender or Letter of Credit Issuer, or upon any of the Related Parties of any of the foregoing, 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 respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender Letter of Credit Issuer also represents that it will, independently and without reliance upon any Agent or any other Lender or Letter of Credit Issuer, or upon any of their respective the Related PartiesParties of any of the foregoing, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Letter of Credit Issuers by the Administrative Agent hereunder, no the Administrative Agent shall not have any duty or responsibility to provide any Lender or Letter of Credit Issuer 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 affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) expressly acknowledges that none of neither the Agents nor any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing any Lender or any Lenderother Secured Party. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any Lenderother Lender or any other Secured Party, 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 respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement or any Specified Hedge Agreement. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) also represents that it will, independently and without reliance upon any Agent or any other Lender or any of their respective Related Partiesother Secured Party, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the other Loan Documents or any other Loan Document, any related agreement or any document furnished hereunder or thereunderSpecified Hedge 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no the Administrative Agent shall not have any duty or responsibility to provide any Lender or any other Secured Party 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 affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties have made any representations or warranties to it and that no act by the 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent Agents hereunder, no Agent the 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 Agent Agents or any of its officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor any of their respective Related Parties officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent Agent, any Arranger or any Lenderamendment thereto or any other Lender or any of their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent Agent, any Arranger or any amendment thereto 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, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor any of their respective Related Parties have made any representations or warranties to it and that no act by 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 such Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent that it has, independently and without reliance upon any Agent or any Lender, other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of, credit analysis and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents acknowledges that it will, independently and without reliance upon any Agent or any other Lender or any of their respective Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related partiesappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or Agreement, any other Loan Document, Credit Document or any related agreement or any document furnished hereunder or thereunder. Each Lender acknowledges that none of the Agents and their Related Parties have made any representation or warranty to it, and that no act by any Agent or its Related Parties hereinafter taken shall be deemed to make constitute any representation or warranty by any Agent or its Related Parties to any Lender. Each Lender agrees that it will not assert any claim against any Agent based on an alleged breach of fiduciary duty by such investigation as it deems necessary to inform itself as to Agent in connection with this Agreement, the businessother Credit Documents, operations, property, financial and other condition and creditworthiness of or the Loan Parties and their respective Affiliatestransactions contemplated hereby. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereunderAgent, no Agent none of the Agents and their Related Parties shall 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 the Borrower, their Affiliates or any Affiliate of other Person party to a Loan Party Credit Document that may come into the possession or control 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 of the Issuing Lender and (and, if applicable, each Lender other Secured Party) expressly acknowledges that none of neither the Agents Administrative Agent nor any of their its respective Related Parties officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by any the Administrative 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 such the Administrative Agent to the Issuing any Lender or any Lenderother Secured Party. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) represents to each the Administrative Agent that it has, independently and without reliance upon any the Administrative Agent or any Lenderother Lender or any other Secured Party, 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 Credit Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) also represents that it will, independently and without reliance upon any the Administrative Agent or any other Lender or any of their respective Related Partiesother Secured Party, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderCredit 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no the Administrative Agent shall not have any duty or responsibility to provide any Lender or any other Secured Party 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 Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents Agents, Arrangers, Syndication Agent or Syndication Agent, nor any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any 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 such the Administrative Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each the Agents, Arrangers, Syndication Agent and Syndication Agent, that it has, independently and without reliance upon any the Administrative Agent, Arrangers, Syndication Agent or Syndication Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates and made its own decision to make its Term Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any the Administrative Agent, Arrangers, Syndication Agent or any Lender Syndication Agent, or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 of the Issuing Lender and each Lender expressly acknowledges that none of the Administrative Agent, the other Agents nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by any 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 such the Administrative Agent or the other Agents to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each the Administrative Agent and the other Agents that it has, independently and without reliance upon any Agent the Administrative Agent, the other Agents 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 Borrower Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit loans hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent the Administrative Agent, the other Agents or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunderAgreement, 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 respective AffiliatesBorrower Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Borrower 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. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Applicable Agents nor any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by 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 such any Applicable Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Applicable Agents that it has, independently and without reliance upon any Applicable Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates and its affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Applicable Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective 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, no Agent the 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 or affiliates.

Non-Reliance on Agents and Other Lenders. (a) Each of Lender confirms to the Issuing Agents, 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 the Agents, any other Lender expressly acknowledges that none of the Agents nor or any of their respective Related Parties have made any representations or warranties to it Parties, of evaluating the merits and that no act by any Agent hereafter takenrisks (including tax, including any review legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making its portion of the affairs of a Loan Party Facility and (z) taking or any Affiliate of a Loan Partynot taking actions hereunder, shall be deemed (ii) is financially able to constitute any representation or warranty by bear such Agent to the Issuing Lender or any Lender. Each risks and (iii) has determined that entering into this Agreement and making its portion of the Issuing Facility is suitable and appropriate for it. (b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and each Lender represents to each Agent that investigation of all risks arising under or in connection with this Agreement and the other Margin Loan Documentation, (ii) it has, independently and without reliance upon the Agents, any Agent other Lender or any 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 respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that (iii) it will, independently and without reliance upon the Agents, any Agent or any other Lender or any of 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 based on such documents and information as it shall from time to time deem appropriate at appropriate, which may include, in each case: (i) the timefinancial condition, it willstatus and capitalization of Borrower; (ii) the legality, independently validity, effectiveness, adequacy or enforceability of this Agreement and without reliance upon the other Margin Loan Documentation and any Agent other agreement, 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 making of the Advances and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; or (iv) the adequacy, accuracy and/or completeness of any other information delivered by the Agents, any other Lender or by any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action Parties under or based upon in connection with this Agreement Agreement, the other Margin Loan Documentation, the transactions contemplated hereby and thereby or any other Loan Documentagreement, any related agreement arrangement or any document furnished hereunder entered into, made or thereunderexecuted in anticipation of, 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall have any duty under or responsibility to provide any Lender in connection 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 affiliatesthis Agreement.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of neither the Arrangers, the Agents nor any of their respective Related Parties 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 any 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 such any Arranger or any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Arrangers and the Agents that it has, independently and without reliance upon any Arranger or any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition condition, prospects and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans (and other extensions in the case of credit the Issuing Lender, its Letters of Credit) hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Arranger or any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no neither any Arranger nor any Agent shall 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 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 of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents Administrative Agent, the Multicurrency Administrative Agent nor any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any 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 such the Administrative Agent or the Multicurrency Administrative Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each the Administrative Agent and the Multicurrency Administrative Agent that it has, independently and without reliance upon any the Administrative Agent or 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, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any the Administrative Agent or the Multicurrency Administrative Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective 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, no 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 of Lender and the Issuing Lender and each Lender expressly Bank acknowledges that none of the Agents nor no Agent, Lender or any of their respective Related Parties have has made any representations representation or warranties warranty to it it, and that no act by 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 to any Lender or Issuing Bank as to any matter, including whether such Agent to has disclosed material information in their possession. Each Lender and the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender Bank represents to each Agent that it has, independently and without reliance upon any either Agent or any Lender, other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, prospects, operations, property, property financial and other condition and creditworthiness of the Loan Credit Parties and their respective Affiliates Subsidiaries and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans and other extensions of credit hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers and the other Credit Parties hereunder. Each of Lender and the Issuing Lender and each Lender Bank also represents acknowledges that it will, independently and without reliance upon any Agent or any other Lender or any of their respective Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related partiesappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or Agreement, any other Loan Document, Credit Document or any related agreement or any document furnished hereunder or thereunder, 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 respective 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, no 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 of the Issuing Lender and (and, if applicable, each Lender other Secured Party) expressly acknowledges that none of the Agents nor or the Other Representatives or any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent or any Other Representative 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 such any Agent or any Other Representative to the Issuing any Lender or any Lenderother Secured Party. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) represents to each Agent the Agents and the Other Representatives that it has, independently and without reliance upon any Agent Agent, the Other Representatives or any Lenderother Lender or any other Secured Party, 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 respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) also represents that it will, independently and without reliance upon any Agent Agent, the Other Representative or any other Lender or any of their respective Related Partiesother Secured Party, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the other Loan Documents or any other Loan Document, any related agreement or any document furnished hereunder or thereunderSpecified Hedge 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no the Administrative Agent shall not have any duty or responsibility to provide any Lender or any other Secured Party 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 affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents, Arrangers, Syndication Agents, Senior Managing Agents or Documentation Agents, nor any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any 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 such the Administrative Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents, Arrangers, Syndication Agents, Senior Managing Agents and Documentation Agents, that it has, independently and without reliance upon any Agent the Administrative Agent, Arrangers, Syndication Agents, Senior Managing Agents or Documentation Agents, 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 respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent the Administrative Agent, Arrangers, Syndication Agents, Senior Managing Agents or Documentation Agents, or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Borrowers and the other Loan Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of extend credit to the Borrowers hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective 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, no Agent shall 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 of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents Agents, NationsBanc Capital Markets, Inc. ("NCMI") nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agents, NCMI or any Agent hereafter 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 such Agent the Agents or NCMI to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents and NCMI that it has, independently and without reliance upon any Agent the Agents or NCMI 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 Credit Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Credit Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent the Agents, NCMI or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunderCredit 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 respective AffiliatesCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent the 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 of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor Agents, the Arrangers or any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any 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 such the Administrative Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents and Arrangers that it has, independently and without reliance upon any 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, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates and made its own decision to make its Term Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any the Administrative Agent or any Lender Arrangers, or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 of the Issuing Lender and each Lender expressly acknowledges that none of the Agents no Agent nor any of their respective Related Parties have its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, 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 respective Affiliates the Receivables and made its own decision to make purchase its interest in the Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunderof the 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 respective Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, no Agent shall 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.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor no Agent, Lender or any of their respective Related Parties have has made any representations representation or warranties warranty to it it, and that no act by 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 to any Lender as to any matter, including whether such Agent to the Issuing Lender or any Lenderhas disclosed material information in their possession. Each of the Issuing Lender and each Lender represents to each Agent that it has, independently and without reliance upon any either Agent or any Lender, other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, prospects, operations, property, property financial and other condition and creditworthiness of the Loan Credit Parties and their respective Affiliates Subsidiaries and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans and other extensions of credit hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers and the other Credit Parties hereunder. Each of the Issuing Lender and each Lender also represents acknowledges that it will, independently and without reliance upon any Agent or any other Lender or any of their respective Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related partiesappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or Agreement, any other Loan Document, Credit Document or any related agreement or any document furnished hereunder or thereunder, 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 respective 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, no 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 of the Issuing Lender and (and, if applicable, each Lender other Secured Party) expressly acknowledges that none of the Agents neither Agents, Arranger, nor any of their respective Related Parties officers, directors, employees, agents, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by any Agent or Arranger 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 such any Agent or Arranger to the Issuing any Lender or any Lenderother Secured Party. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) represents to each Agent Agents and Arranger that it has, independently and without reliance upon any Agent Agent, Arranger or any Lenderother Lender or any other Secured Party, 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 respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreementhereunder. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) also represents that it will, independently and without reliance upon any Agent Agent, Arranger or any other Lender or any of their respective Related Partiesother Secured Party, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderCredit 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative any Agent or Arranger hereunder, no Agent Agents and Arranger shall not have any duty or responsibility to provide any Lender or any other Secured Party 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-attorneys in fact or affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. (a) Each of the Issuing Lender confirms to each Agent, 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 any Agent, any other Lender expressly acknowledges that none of the Agents nor or any of their respective Related Parties have made any representations Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making Loans and other extensions of credit hereunder and under the other Loan Documents and (z) in taking or warranties not taking actions hereunder and thereunder, (ii) is financially able to bear such risks and (iii) has determined that entering into this Agreement and making Loans and other extensions of credit hereunder and under the other Loan Documents is suitable and appropriate for it. (b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and that no act by any Agent hereafter takeninvestigation of all risks arising under or in connection with this Agreement and the other Loan Documents, 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 such Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent (ii) that it has, independently and without reliance upon any Agent Agent, any other Lender or any 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 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 respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that (iii) it will, independently and without reliance upon any Agent or Agent, any other Lender or any of 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 Loan Documents based on such documents and information as it shall from time to time deem appropriate at appropriate, which may include, in each case: (i) the timefinancial condition, it willstatus and capitalization of the Borrower and each other Loan Party; (ii) the legality, independently validity, effectiveness, adequacy or enforceability of this Agreement and without reliance upon each other Loan Document and any Agent other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Loan Document; (iii) determining compliance or non-compliance with any condition hereunder to the making of a Loan and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; and (iv) the adequacy, accuracy and/or completeness of the Information Memorandum and any other information delivered by any Agent, any other Lender or by any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action Parties under or based upon in connection with this Agreement or any other Loan Document, any related agreement the transactions contemplated hereby and thereby or any other agreement, arrangement or document furnished hereunder entered into, made or thereunderexecuted in anticipation of, 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall have any duty under or responsibility to provide any Lender in connection 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 affiliatesDocument.

Non-Reliance on Agents and Other Lenders. (a) Each of the Issuing Lender confirms to Agents, 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 expressly acknowledges that none of the Agents nor or any of their respective Related Parties have made any representations or warranties to it Parties, of evaluating the merits and that no act by any Agent hereafter takenrisks (including tax, including any review legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making its portion of the affairs of a Loan Party Facility and (z) taking or any Affiliate of a Loan Partynot taking actions hereunder, shall be deemed (ii) is financially able to constitute any representation or warranty by bear such Agent to the Issuing Lender or any Lender. Each risks and (iii) has determined that entering into this Agreement and making its portion of the Issuing Facility is suitable and appropriate for it. (b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and each Lender represents to each Agent that investigation of all risks arising under or in connection with this Agreement and the other Margin Loan Documentation, (ii) it has, independently and without reliance upon Agents, any Agent other Lender or any 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 respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that (iii) it will, independently and without reliance upon Agents, any Agent or any other Lender or any of 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, it willstatus and capitalization of Borrowers; (ii) the legality, independently validity, effectiveness, adequacy or enforceability of this Agreement and without reliance upon the other Margin Loan Documentation and any Agent other agreement, 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 making of the Advances and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; and (iv) the adequacy, accuracy and/or completeness of any other information delivered by Agents, any other Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action Parties under or based upon in connection with this Agreement Agreement, the other Margin Loan Documentation, the transactions contemplated hereby and thereby or any other Loan Documentagreement, any related agreement arrangement or any document furnished hereunder entered into, made or thereunderexecuted in anticipation of, 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall have any duty under or responsibility to provide any Lender in connection 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 affiliatesthis Agreement.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor any of their respective Related Parties officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent Agent, any arranger of the Term B Facility or any Lenderamendment thereto or any other Lender or any of their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent Agent, any arranger of the Term B Facility or any amendment thereto 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, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties have made any representations or warranties to it and that no act by 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 any Agent to any Lender as to any matter, including whether such Agent to the Issuing Lender have disclosed material information in their (or any Lendertheir Related Parties’) possession. Each of the Issuing Lender and each Lender represents to each Agent the Agents and their respective Related Parties that it has, independently and without reliance upon any Agent or any Lenderother Lender 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, into the business, prospects, operations, property, financial and other condition and creditworthiness of of, the Loan Parties and their respective Affiliates affiliates and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and 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, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, 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 also represents that it will, independently and without reliance upon any Agent or any other Lender or any of their respective AffiliatesRelated 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, no Agent shall 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 of the Issuing Lender and (and, if applicable, each Lender other Secured Party) expressly acknowledges that none of neither the Agents nor any of their respective Related Parties officers, directors, employees, agents, attorneys in fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing any Lender or any Lenderother Secured Party. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any Lenderother Lender or any other Secured Party, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement or any Specified Agreement. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) also represents that it will, independently and without reliance upon any Agent or any other Lender or any of their respective Related Partiesother Secured Party, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the other Loan Documents or any other Loan Document, any related agreement or any document furnished hereunder or thereunderSpecified 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no the Administrative Agent shall not have any duty or responsibility to provide any Lender or any other Secured Party 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, employees, agents, attorneys-in-attorneys in fact or affiliates. The Administrative Agent shall not have any duty or responsibility to provide any Lender or any other Secured Party with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or affiliates. Each Lender and Issuing Lender (i) represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business, and that it is capable of evaluating and understanding the terms, conditions and risks of becoming a Lender and/or Issuing Lender, as applicable, under this Agreement, including in the context of related transactions to be entered into by the Borrowers, and multiple roles to be performed by the Administrative Agent or its Affiliates, in connection herewith or therewith.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) expressly acknowledges that none of neither the Agents Agents, the Arranger, nor any of their respective Related Parties officers, directors, employees, agents, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by any Agent or Arranger 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 such any Agent or Arranger to the Issuing any Lender or any Lenderother Secured Party. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) represents to each Agent the Agents and the Arranger that it has, independently and without reliance upon any Agent Agent, Arranger or any Lenderother Lender or any other Secured Party, 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 Credit Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreementhereunder. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) also represents that it will, independently and without reliance upon any Agent Agent, Arranger or any other Lender or any of their respective Related Partiesother Secured Party, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderCredit 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative any Agent or Arranger hereunder, no Agent the Agents and Arranger shall not have any duty or responsibility to provide any Lender or any other Secured Party 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-attorneys in fact or affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) expressly acknowledges that none of neither the Agents nor any of their respective Related Parties officers, directors, employees, agents, attorneys in fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing any Lender or any Lenderother Secured Party. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any Lenderother Lender or any other Secured Party, 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 respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement or any Specified Agreement. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) also represents that it will, independently and without reliance upon any Agent or any other Lender or any of their respective Related Partiesother Secured Party, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the other Loan Documents or any other Loan Document, any related agreement or any document furnished hereunder or thereunderSpecified 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no the Administrative Agent shall not have any duty or responsibility to provide any Lender or any other Secured Party 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, employees, agents, attorneys-in-attorneys in fact or affiliates. The Administrative Agent shall not have any duty or responsibility to provide any Lender or any other Secured Party with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any affiliate of a Group Member 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 of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor Agents, the Joint Lead Arrangers or any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent or any Joint Lead Arranger to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents and the Joint Lead Arrangers that it has, independently and without reliance upon any Agent 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, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent Agent, any Joint Lead Arranger or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 of the Issuing Lender and each Lender Issuing Bank expressly acknowledges that none of neither the Agents nor any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender Issuing Bank represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, into the business, operations, property, financial and other condition and creditworthiness of of, the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, 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 or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties CFC, CHL or their subsidiaries and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatessubsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Managing Administrative Agent hereunder, no 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 of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties CFC or its Subsidiaries and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Managing Administrative Agent hereunder, no 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 of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor Agents, the Arranger or any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any 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 such the Administrative Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents and Arranger that it has, independently and without reliance upon any the Administrative Agent or Arranger, 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 respective Affiliates and made its own decision to make its Term Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any the Administrative Agent or any Lender Arranger, or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Borrowers and the other Loan Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of extend credit to the Borrowers hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective 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, no Agent shall 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 of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor the Lead Arrangers, nor any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by 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 such Agent to any Lender as to any matter, including whether the Issuing Lender or any LenderAgents have disclosed material information in their possession. Each of the Issuing Lender and each Lender represents to each Agent the Agents and Lead Arrangers, that it has, independently and without reliance upon any Agent the 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, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit Credit Extensions hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent the Agents, the Lead Arrangers, or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective 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, no Agent shall 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 of the Issuing Lender and each Lender expressly acknowledges that none of the Administrative Agent, the other Agents nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by any 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 such the Administrative Agent or the other Agents to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each the Administrative Agent and the other Agents that it has, independently and without reliance upon any Agent the Administrative Agent, the other Agents 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 Transaction Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit loans hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent the Administrative Agent, the other Agents or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunderAgreement, 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 respective AffiliatesTransaction Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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. Each of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent Agents hereunder, no Agent the 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 Agent Agents or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatestheir Related Parties.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of extend credit to the Borrower hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective 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, no Agent shall 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 of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective 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, no 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 of the Issuing Lender and each Lender expressly Issuing Bank acknowledges that none of the Agents nor any of their respective Related Parties have made any representations or warranties to it and that no act by 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 such Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent that it has, independently and without reliance upon any Agent the Agents or any Lender, other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of, credit analysis and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender Issuing Bank also represents acknowledges that it will, independently and without reliance upon any Agent the Agents or any other Lender or any of their respective Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related partiesappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or Agreement, any other Loan Document, 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 Effective Date, or delivering its signature page to an Assignment and Assumption, Incremental Facility Amendment, Refinancing Amendment or Loan Modification 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 respective Affiliates. Except for notices, reports and other documents expressly document required to be furnished to delivered to, or be approved by or satisfactory to, the Administrative Agent, the Collateral Agent or the Lenders by on the Administrative Agent hereunder, no Agent Effective Date. No Lender shall 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 of the Issuing Lender and each Lender expressly acknowledges that none of the Agents no Agent nor any of their respective Related Parties have its officers, directors, employees, agents, attorneys-in- fact or Affiliates has made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, 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 respective Affiliates the Receivables and made its own decision to make purchase its interest in the Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunderof the 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 respective Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, no Agent shall 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.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor any of their respective Related Parties have made any representations or warranties to it and that no act by 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 such Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent that it has, independently and without reliance upon any Agent or any 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 respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 of the Lenders and the Issuing Lender and each Lender expressly acknowledges that none of the Administrative Agent, the other Agents nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by any 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 such the Administrative Agent or the other Agents to any Lender or the Issuing Lender or any Lender. Each of the Lenders and the Issuing Lender and each Lender represents to each the Administrative Agent and the other Agents that it has, independently and without reliance upon any Agent the Administrative Agent, 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, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Borrower Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit loans hereunder and enter into this Agreement. Each of Lender and the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent the Administrative Agent, the other Agents or any other Lender or any of their respective Related Partiesthe Issuing Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunderAgreement, 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 respective 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, no Agent the Administrative 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 of the Issuing Lender and (and, if applicable, each Lender other Secured Party) expressly acknowledges that none of the Agents neither Agents, Arranger, nor any of their respective Related Parties officers, directors, employees, agents, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by any Agent or Arranger 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 such any Agent or Arranger to the Issuing any Lender or any Lenderother Secured Party. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) represents to each Agent Agents and Arranger that it has, independently and without reliance upon any Agent Agent, Arranger or any Lenderother Lender or any other Secured Party, 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 Credit Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreementhereunder. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) also represents that it will, independently and without reliance upon any Agent Agent, Arranger or any other Lender or any of their respective Related Partiesother Secured Party, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to 110 21029590V.1 make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderCredit 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative any Agent or Arranger hereunder, no Agent Agents and Arranger shall not have any duty or responsibility to provide any Lender or any other Secured Party 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-attorneys in fact or affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor any of their respective Related Parties have no Agent Party has made any representations or warranties to it and that no act by any the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or 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 such any Agent Party to the Issuing Lender or any Lender, including whether any Agent Parties have disclosed material information in their possession. Each of the Issuing Lender and each Lender represents to each the Administrative Agent that it has, independently and without reliance upon any Agent Party 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 respective Affiliates affiliates, and all Requirements of Law applicable to it and its affiliates, and made its own decision to make its Loans and other extensions of credit hereunder and enter into and perform this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent Party or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 any Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesParty.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Administrative Agent, the other Agents nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by any 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 such the Administrative Agent or the other Agents to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each the Administrative Agent and the other Agents that it has, independently and without reliance upon any Agent the Administrative Agent, the other Agents 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 Borrower Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit loans hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent the Administrative Agent, the other Agents or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunderAgreement, 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 respective AffiliatesBorrower Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties officers, directors, employees, agents, advisors, attorneys‑in‑fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent Agent, any Lead Arranger or any Lenderother Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent Agent, any Lead Arranger 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, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 of the Issuing Lender and each Lender expressly L/C Issuer acknowledges that none of the Agents nor any of their respective Agent-Related Parties have Persons has made any representations representation or warranties warranty to it it, and that no act by 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 such Agent any Agent-Related Person to the Issuing any Lender or any LenderL/C Issuer. Each of the Issuing Lender and each Lender L/C Issuer represents to each Agent that it has, independently and without reliance upon any Agent or any Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, prospects, operations, 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 respective Affiliates all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans and other extensions of credit hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers. Each of the Issuing Lender and each Lender L/C Issuer also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Agent-Related Parties, Person and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective AffiliatesDocument. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereundersuch Agent, no Agent shall 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 of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents Administrative Agent, the Multicurrency Administrative Agent nor any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any 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 such the Administrative Agent or the Multicurrency Administrative Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each the Administrative Agent and the Multicurrency Administrative Agent that it has, independently and without reliance upon any the Administrative Agent or 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 of an investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any the Administrative Agent or the Multicurrency Administrative Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective 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, no 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 of the Issuing Lender and each Lender Issuing Bank expressly acknowledges that none of neither the Agents nor any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or 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 in providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, in each case in the Issuing 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 Lender represents Issuing Bank agrees not to each Agent that assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance upon any Agent or any Lenderother Lender 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, and investigation into, into the business, operations, property, financial and other condition and creditworthiness of of, the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit 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 of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 of the Issuing Lender and each Lender expressly acknowledges that none of the Agents no Agent nor any of their its respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by 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 such any Agent to the Issuing any Lender or any LenderLetter of Credit Issuer. Each of the Issuing Lender and each Lender Letter of Credit Issuer represents to each Agent that it has, independently and without reliance upon any such Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties each Borrower, any Guarantor and their respective Affiliates any other Credit Party and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderCredit 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 respective Affiliatesany other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 of the Issuing Lender and each Lender expressly acknowledges that none of neither the Arranger, the Agents nor any of their respective Related Parties 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 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 such the Arranger or any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Arranger and the Agents that it has, independently and without reliance upon the Arranger or any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition condition, prospects and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans (and other extensions in the case of credit the Issuing Lender, its Letters of Credit) hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon the Arranger or any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no neither the Arranger nor any Agent shall 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. (a) Each of the Issuing Lender confirms to Agents, 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 expressly acknowledges that none of the Agents nor or any of their respective Related Parties have made any representations or warranties to it Parties, of evaluating the merits and that no act by any Agent hereafter takenrisks (including tax, including any review legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making its portion of the affairs of a Loan Party Facility and (z) taking or any Affiliate of a Loan Partynot taking actions hereunder, shall be deemed (ii) is financially able to constitute any representation or warranty by bear such Agent to the Issuing Lender or any Lender. Each risks and (iii) has determined that entering into this Agreement and making its portion of the Issuing Facility is suitable and appropriate for it. (b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and each Lender represents to each Agent that investigation of all risks arising under or in connection with this Agreement and the other Margin Loan Documentation, (ii) it has, independently and without reliance upon Agents, any Agent other Lender or any 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 respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that (iii) it will, independently and without reliance upon Agents, any Agent or any other Lender or any of 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 Borrower and its Affiliates) as it shall from time to time deem appropriate at appropriate, which may include, in each case: (i) the timefinancial condition, it willstatus and capitalization of Borrower (ii) the legality, independently validity, effectiveness, adequacy or enforceability of this Agreement and without reliance upon the other Margin Loan Documentation and any Agent other agreement, 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 making of the Advances and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; (iv) the adequacy, accuracy and/or completeness of any other information delivered by Agents, any other Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action Parties under or based upon in connection with this Agreement Agreement, the other Margin Loan Documentation, the transactions contemplated hereby and thereby or any other Loan Documentagreement, any related agreement arrangement or any document furnished hereunder entered into, made or thereunderexecuted in anticipation of, 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall have any duty under or responsibility to provide any Lender in connection 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 affiliatesthis Agreement.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Agents neither any Note Agent nor any of their respective Related Parties have its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by 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 such Note Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each the Administrative Agent and the Agent for its Lender Group that it has, independently and without reliance upon any Note Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation intointo 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 respective Affiliates Master Collateral Agent or the Lender Collateral Agent and made its own decision to make its Loans and other extensions of credit hereunder and enter into this AgreementAgreement and its Commitment and make Advances hereunder. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Note Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunderof the 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 respective 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, no 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 of Lender, the Issuing Lender LC Administrator and each Lender the Fronting Bank expressly acknowledges that none of the Agents nor any of their respective Related Parties have the Arrangers has made any representations representation or warranties warranty to it it, and that no act by any Agent or the 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 such any Agent or the Arrangers to the Issuing Lender or 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 of Lender, the Issuing Lender LC Administrator and each Lender the Fronting Bank represents to each Agent and the Arrangers that it has, it has, independently and without reliance upon any the Administrative Agent or any Lender, other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrowers and their respective Affiliates Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans and other extensions of credit hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each of Lender, the Issuing Lender LC Administrator and each Lender the Fronting Bank also represents acknowledges that it will, independently and without reliance upon any Agent the Administrative Agent, the Arrangers, the LC Administrator, the Fronting Bank or any other Lender or any of their respective Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related partiesappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or Agreement, any other Loan Document, 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 as a Lender or Fronting Bank for the purpose 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 respective 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, no Agent shall 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 of the Issuing Lender and each Lender expressly acknowledges that none of the Administrative Agent, the other Agents nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by any 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 such the Administrative Agent or the other Agents to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each the Administrative Agent and the other Agents that it has, independently and without reliance upon any Agent the Administrative Agent, the other Agents 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 Borrower Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit loans hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent the Administrative Agent, the other Agents or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunderAgreement, 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 respective AffiliatesBorrowers. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties officers, directors, employees, agents, attorneys‑in‑fact or affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party Borrower or any Affiliate affiliate of a Loan PartyBorrower, shall be deemed to constitute any representation or warranty by such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrowers and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no neither the Administrative Agent nor the Collateral Agent shall 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 Borrower or any Affiliate affiliate of a Loan Party Borrower that may come into the possession of the Administrative Agent or the Collateral Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact attorneys‑in‑fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of extend credit to the Borrower hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective 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, no Agent shall 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 of the Issuing Lender and (and, if applicable, each Lender other Secured Party) expressly acknowledges that none of neither the Agents nor any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing any Lender or any Lenderother Secured Party. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any Lenderother Lender or any other Secured Party, 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 respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement or any Specified Hedge Agreement. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) also represents that it will, independently and without reliance upon any Agent or any other Lender or any of their respective Related Partiesother Secured Party, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the other Loan Documents or any other Loan Document, any related agreement or any document furnished hereunder or thereunderSpecified Hedge 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no the Administrative Agent shall not have any duty or responsibility to provide any Lender or any other Secured Party 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 of the Lenders and the Issuing Lender and each Lender Lenders expressly acknowledges that none of the Administrative Agent, the other Agents nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by any 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 such the Administrative Agent or the other Agents to the Issuing any Lender or any Issuing Lender. Each of the Lenders and the Issuing Lender and each Lender Lenders represents to each the Administrative Agent and the other Agents that it has, independently and without reliance upon any Agent the Administrative Agent, 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, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Borrower Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit loans hereunder and enter into this Agreement. Each of the Issuing Lender and each Issuing Lender also represents that it will, independently and without reliance upon any Agent the Administrative Agent, the other Agents or any other Lender or any of their respective Related Partiesother Issuing Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunderAgreement, 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 respective 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, no Agent the Administrative 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 of the Issuing Lender and each Lender Issuing Bank expressly acknowledges that none of the Agents nor Agents, any of their respective Related Parties and the Arrangers have not made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender Issuing Bank represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any Lenderother Lender 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, into the business, operations, property, financial and other condition and creditworthiness of of, the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and 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, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 of the Issuing Lender and (and, if applicable, each Lender other Secured Party) expressly acknowledges that none of neither the Agents nor any of their respective Related Parties officers, directors, employees, agents, attorneys in fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing any Lender or any Lenderother Secured Party. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any Lenderother Lender or any other Secured Party, 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 respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement or any Specified Hedge Agreement. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) also represents that it will, independently and without reliance upon any Agent or any other Lender or any of their respective Related Partiesother Secured Party, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the other Loan Documents or any other Loan Document, any related agreement or any document furnished hereunder or thereunderSpecified Hedge 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Senior Administrative Agent hereunder, no the Senior Administrative Agent shall not have any duty or responsibility to provide any Lender or any other Secured Party 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 Senior Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-attorneys in fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Agents no Agent nor any of their its respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent that it has, independently and without reliance upon any such Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties each Borrower, any Guarantor and their respective Affiliates any other Credit Party and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderCredit 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 respective Affiliatesany other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor any of their respective Related Parties have made any representations or warranties to it and that no act by 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 such Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent agrees that it has, independently and without reliance upon on any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, credit analysis of Borrowers and investigation into, the business, operations, property, financial Guarantors and other condition and creditworthiness of the Loan Parties and their respective Affiliates and has made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender Agreement and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under or based upon this Agreement or any of the other Loan Document, any related agreement or any document furnished hereunder or thereunder, 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 any 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 any Guarantor. Agents will use reasonable efforts to provide Lenders with any information received by Agents from any Borrower or any Guarantor which is required to be provided to Lenders hereunder and their respective Affiliateswith a copy of any “Notice of Default or Failure of Condition” received by any Agent from any Borrower, any Guarantor or any Lender; provided, that, no Agent shall 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 any Agent hereunder, no Agent shall 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 affiliatessuch Agent.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor any of their respective Agent-Related Parties have Persons has made any representations representation or warranties warranty to it it, and that no act by 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 such Agent any Agent-Related Person to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent that it has, independently and without reliance upon any Agent or any Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, prospects, operations, 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 respective Affiliates all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans and other extensions of credit hereunder and enter into this AgreementAgreement and to extend credit to the Borrower. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Agent-Related Parties, Person and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective AffiliatesDocument. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereundersuch Agent, no Agent shall 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 of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement, any Specified Hedge Agreement or any Specified Cash Management Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender or any of their respective Related Partiesother Secured Party, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the other Loan Documents, any Specified Hedge Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunderSpecified Cash Management 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties officers, directors, employees, agents, advisors, attorneys in fact or affiliates have made any representations or warranties to it and that no act by 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 such Agent any Agents to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each any Agent that it has, independently and without reliance upon any Agent Agent, any arranger of this credit facility or any Lenderother Lender and 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, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon the any Agent Agent, any arranger of this credit facility or any other Lender or any of and their respective Related Partiesrelated parties, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent Agents hereunder, no Agent the 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 Agent Agents or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesrespective Related Parties.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Agents no Agent nor any of their its respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by 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 such any Agent to the Issuing any Lender or any LenderLetter of Credit Issuer. Each of the Issuing Lender and each Lender Letter of Credit Issuer represents to each Agent that it has, independently and without reliance upon any such Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties each Borrower, any Guarantor and their respective Affiliates any other Credit Party and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderCredit 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 respective Affiliatesany other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party CFC, CHL, CB or their Subsidiaries or any Affiliate affiliate of a Loan PartyCFC, CHL, CB or their Subsidiaries, shall be deemed to constitute any representation or warranty by such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties CFC, CHL, CB or their Subsidiaries and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 CFC, CHL, CB and their respective AffiliatesSubsidiaries and the affiliates of CFC, CHL, CB and their Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Managing Administrative Agent hereunder, no 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, CB and their Subsidiaries or any Affiliate affiliate of a Loan Party CFC, CHL, CB and 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 of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Revolving Lenders by the Administrative Agent hereunder, no neither the Administrative Agent nor the Collateral Agent shall have any duty or responsibility to provide any Revolving 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 the Collateral Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact or affiliates. Except for notices, reports and other documents expressly required to be furnished to the Term Loan B Lenders by the Administrative Agent hereunder, neither the Administrative Agent nor the Collateral Agent shall have any duty or responsibility to provide any Term Loan B 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 their respective officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each of the Lenders and Issuing Lender and each Lender Banks expressly acknowledges that none of neither the Agents Administrative Agent nor any of their respective Related Parties have Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or any Agent Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of of, the affairs of a Loan Party the Borrower or any Affiliate of a Loan Partythereof, shall be deemed to constitute any representation or warranty by such the Administrative Agent or any Arranger to the Issuing any Lender or Issuing Bank as to any Lendermatter, including whether the Administrative Agent or any Arranger has disclosed material information in their (or their Creditor Related Parties’) possession. Each of the Lenders and Issuing Lender Banks represent to the Administrative Agent and each Lender represents to each Agent Arranger that it has, independently and without reliance upon the Administrative Agent, any Agent Arranger, any other Issuing Bank, any other Lender, or any Lender, of their Creditor Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the Loan Parties Borrower and their respective Affiliates its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans and other extensions of credit hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each of the Lenders and Issuing Lender and each Lender Banks also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent or Arranger, any Lender other Issuing Bank, any other Lender, or any of their respective Creditor Related Parties, Parties and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related partiesfrom time to time deems appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement any Loan Document or any other Loan Document, 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 condition, and creditworthiness of the Loan Parties and their respective AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to Each of the Lenders by and Issuing Banks (a) represents and warrants that (i) the Administrative Agent hereunderLoan Documents set forth the terms of a commercial lending facility and certain other facilities set forth herein and (ii) it is engaged in making, no Agent shall have any duty acquiring or responsibility to provide any Lender with any holding commercial loans, issuing or participating in letters of credit or providing other information concerning similar facilities in the businessordinary course of its business and is entering into this Agreement as a Lender or Issuing Bank for the purpose of making, operationsacquiring or holding commercial loans, propertyissuing or participating in letters of credit, condition or providing other facilities set forth herein, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument such as a security, (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of b) agrees not to assert a Loan Party that may come into the possession claim in contravention of the Administrative Agent foregoing, and (c) represents and warrants that it is sophisticated with respect to decisions to make, acquire or any hold commercial loans, issue or participate in letters of credit, or provide other facilities set forth herein, and either it, or the Person exercising discretion in making its officersdecision to make, directorsacquire or hold such commercial loans, employeesissue or participate in letters of credit, agentsor provide such other facilities, attorneys-in-fact is experienced in making, acquiring or affiliatesholding such commercial loans, issuing or participating in letters of credit or providing such other facilities.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Arranger, the Agents nor or any of their respective Related Parties 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 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 such the Arranger or any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Arranger and the Agents that it has, independently and without reliance upon the Arranger or any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition condition, prospects and creditworthiness of Parent or the Loan Parties and their respective Affiliates and made its own decision to make its Term Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon the Arranger or any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no neither the Arranger nor any Agent shall 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 of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor any of their respective Agent-Related Parties have Persons has made any representations representation or warranties warranty to it it, and that no act by 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 such Agent any Agent-Related Person to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent that it has, independently and without reliance upon any Agent or any Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, prospects, operations, 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 respective Affiliates all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans and other extensions of credit hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Agent-Related Parties, Person and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective AffiliatesDocument. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereundersuch Agent, no Agent shall 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 of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 attorneys‑in‑fact or affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Agents no Agent-Related Person or Arranger nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by any Agent 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 such Agent the Agent-Related Person or Arranger to the Issuing Lender or any Lender. Each of the Issuing Lender, including any Lender and each Lender by assignment, represents to each Agent and Arranger that it has, independently and without reliance upon any Agent 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, of and investigation into, 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 respective Affiliates transactions contemplated hereby and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Credit Agreement. Each of the Issuing Lender and each Lender also represents that it willshall, independently and without reliance upon any Agent Agent-Related Person, any Arranger or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective 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, no neither any Agent nor any Arranger shall 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.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent the Agents 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Issuing Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Issuing Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any other the applicable Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective affiliates. Each of the Lenders acknowledges and agrees that outside legal counsel to the Administrative Agent in connection with the preparation, negotiation, execution, delivery and administration (including any amendments, waivers and consents) of this Agreement and the other Loan Documents is acting solely as counsel to the Administrative Agent and is not acting as counsel to any Lender (other than the Administrative Agent and its Affiliates) in connection with this Agreement, the other Loan Documents or any of the transactions contemplated hereby or thereby. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent Agents hereunder, no Agent the 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 either Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents Agents, NationsBanc Capital Markets, Inc. ("NCMI") nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agents, NCMI or any Agent hereafter 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 such Agent the Agents or NCMI to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents and NCMI that it has, independently and without reliance upon any Agent the Agents or NCMI 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 Credit Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Credit Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent the Agents, NCMI or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunderCredit 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 respective 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, no Agent the 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 of the Issuing Lender and each Lender expressly acknowledges that none of the Agents no Agent nor any of their respective its Related Parties have has made any representations or warranties to it and that no act by any 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 such Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent that it has, independently and without reliance upon any such Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective 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, no 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 of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agents or any Agent hereafter 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 such Agent the Agents to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent that it has, independently and without reliance upon any Agent the Agents 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 Credit Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent the Agents or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunderAgreement, 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. Each Lender represents that it is a bank, savings and their respective Affiliatesloan association or other similar savings institution, insurance company, investment fund or company or other financial institution which makes or acquires commercial loans in the ordinary course of its business, that it is participating hereunder as a Lender for its account and for such commercial purposes, and that it has the knowledge and experience to be and is capable of evaluating the merits and risks of being a Lender hereunder. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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)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 or any of its their respective officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly ---------------------------------------- acknowledges that none of the Agents no Agent nor any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or 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 Issuing 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 and each by any Agent). Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective 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 Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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. (a) Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) expressly acknowledges that none of neither the Agents nor any of their respective Related Parties officers, directors, employees, agents, attorneys in fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing any Lender or any Lenderother Secured Party. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any Lenderother Lender or any other Secured Party, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement or any Specified Agreement. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) also represents that it will, independently and without reliance upon any Agent or any other Lender or any of their respective Related Partiesother Secured Party, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the other Loan Documents or any other Loan Document, any related agreement or any document furnished hereunder or thereunderSpecified 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no the Administrative Agent shall not have any duty or responsibility to provide any Lender or any other Secured Party 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, employees, agents, attorneys-in-attorneys in fact or affiliates. The Administrative Agent shall not have any duty or responsibility to provide any Lender or any other Secured Party with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or affiliates. Each Lender and Issuing Lender (i) represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business, and that it is capable of evaluating and understanding the terms, conditions and risks of becoming a Lender and/or Issuing Lender, as applicable, under this Agreement, including in the context of related transactions to be entered into by the Borrowers, and multiple roles to be performed by the Administrative Agent or its Affiliates, in connection herewith or therewith. (b) (i) Each Lender and Issuing Lender hereby agrees that (x) if the Administrative Agent notifies such Lender or Issuing Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Issuing Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Issuing Lender (whether or not known to such Lender or Issuing Lender), and demands the return of such Payment (or a portion thereof), such Lender or Issuing Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor any of their respective Agent-Related Parties have Persons has made any representations representation or warranties warranty to it it, and that no act by any Agent hereafter hereinafter taken, including any review of the affairs or Property of a Loan Party or any Affiliate of a Loan PartyBorrower, shall be deemed to constitute any representation or warranty by such Agent any Agent-Related Person to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent that it has, independently and without reliance upon any Agent or any Lender, Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and any other Person (other than the Lenders) party to a Loan Parties Document, and their respective Affiliates all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans and other extensions of credit hereunder and enter into this AgreementAgreement and to extend credit to Borrower. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Agent-Related Parties, Person and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 Lenders) party to a Loan Parties and their respective AffiliatesDocument. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereunderAgent, no Agent shall 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 of the Lenders and Issuing Lender and each Lender Banks expressly acknowledges that none of neither the Agents Administrative Agent nor any of their respective Related Parties have Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or any Agent Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of of, the affairs of a Loan Party the Borrower or any Affiliate of a Loan Partythereof, shall be deemed to constitute any representation or warranty by such the Administrative Agent or any Arranger to the Issuing any Lender or Issuing Bank as to any Lendermatter, including whether the Administrative Agent or any Arranger has disclosed material information in their (or their Related Parties’) possession. Each of the Lenders and Issuing Lender Banks represent to the Administrative Agent and each Lender represents to each Agent Arranger that it has, independently and without reliance upon the Administrative Agent, any Agent Arranger, any other Issuing Bank, any other Lender, or any Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the Loan Parties Borrower and their respective Affiliates its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans and other extensions of credit hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each of the Lenders and Issuing Lender and each Lender Banks also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent or Arranger, any Lender other Issuing Bank, any other Lender, or any of their respective Related Parties, Parties and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related partiesfrom time to time deems appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement any Loan Document or any other Loan Document, 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 condition, and creditworthiness of the Loan Parties and their respective AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to Each of the Lenders by and Issuing Banks (a) represents and warrants that (i) the Administrative Agent hereunderLoan Documents set forth the terms of a commercial lending facility and certain other facilities set forth herein and (ii) it is engaged in making, no Agent shall have any duty acquiring or responsibility to provide any Lender with any holding commercial loans, issuing or participating in letters of credit or providing other information concerning similar facilities in the businessordinary course of its business and is entering into this Agreement as a Lender or Issuing Bank for the purpose of making, operationsacquiring or holding commercial loans, propertyissuing or participating in letters of credit, condition or providing other facilities set forth herein, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument such as a security, (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of b) agrees not to assert a Loan Party that may come into the possession claim in contravention of the Administrative Agent foregoing, and (c) represents and warrants that it is sophisticated with respect to decisions to make, acquire or any hold commercial loans, issue or participate in letters of credit, or provide other facilities set forth herein, and either it, or the Person exercising discretion in making its officersdecision to make, directorsacquire or hold such commercial loans, employeesissue or participate in letters of credit, agentsor provide such other facilities, attorneys-in-fact is experienced in making, acquiring or affiliatesholding such commercial loans, issuing or participating in letters of credit or providing such other facilities.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Agents neither Agent nor any of their its respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by any 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 such Agent the Agents to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent the Agents 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 and their respective Affiliates and its Subsidiaries made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent the Agents or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agents hereunder or furnished to the Administrative Agent hereunderfor the account of, or with a counterpart or copy for, each Lender, no Agent shall 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 of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by any Agent hereafter hereinafter taken, including any review of the affairs of a Loan any Borrower or any other LoanCredit 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Borrowers and the other Loan Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of extend credit to the Borrowers hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective AffiliatesParties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent, the Canadian Agent hereunderor the Co-Collateral Agents hereunder or under any of the other Loan Documents, no Agent shall 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. (i) Each of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of extend credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective 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, no 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 Co-Syndication Agents, the Co-Documentation Agents, the Joint Lead Arrangers nor the Sole Bookrunner shall have nor shall be deemed to have any fiduciary relationship with any Lender. (ii) For purposes of determining compliance with the conditions specified in Section 5.1 or 5.2, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Borrowing Date specifying its objection thereto.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Agents Administrative Agent and the Syndication Agent nor any of their respective Related Parties officers, directors, employees, agents, advisors, attorneys in fact or affiliates have made any representations or warranties to it and that no act by any 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 such the Administrative Agent or the Syndication Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each the Administrative Agent and the Syndication Agent that it has, independently and without reliance upon any the Administrative Agent, the Syndication Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans issue Letters of Credit or obtain and other extensions of credit fund L/C Participations hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any the Administrative Agent, the Syndication Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Issuing Lender (and each Lender other Secured Party) expressly acknowledges that none of neither the Agents nor any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing any Lender or any Lenderother Secured Party. Each of the Issuing Lender (and each Lender other Secured Party) represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any Lenderother Lender or any other Secured Party, 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 respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement or any Specified Hedge Agreement. Each of the Issuing Lender (and each Lender other Secured Party) also represents that it will, independently and without reliance upon any Agent or any other Lender or any of their respective Related Partiesother Secured Party, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the other Loan Documents or any other Loan Document, any related agreement or any document furnished hereunder or thereunderSpecified Hedge 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no the Administrative Agent shall not have any duty or responsibility to provide any Lender or any other Secured Party 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 of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party Borrower 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates Borrower and made its own decision to make its Loans and other extensions of extend credit to the Borrower hereunder and enter into this Credit Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective AffiliatesBorrower. 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, no Agent shall 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-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 Asset 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 of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of Lender also represents that it has not relied on the Issuing Lender and each Unrestricted Margin Stock in its credit analysis or its decision to enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of neither the Arranger, the Agents nor any of their respective Related Parties 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 Arranger or any Agent hereafter hereinafter taken, including any review of the affairs of Holdings or a Loan Party or any Affiliate affiliate of Holdings or a Loan Party, shall be deemed to constitute any representation or warranty by such the Arranger or any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Arranger and the Agents that it has, independently and without reliance upon the Arranger or any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition condition, prospects and creditworthiness of Holdings and the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans (and other extensions in the case of credit the Issuing Lender, its Letters of Credit) hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon the Arranger or any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 Holdings and the Loan Parties and their respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no neither the Arranger nor any Agent shall 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 103 of Holdings or any Loan Party or any Affiliate affiliate of Holdings 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 of Lender and the Issuing Lender and each Lender expressly Bank acknowledges that none of the Agents nor no Agent, Lender or any of their respective Related Parties have has made any representations representation or warranties warranty to it it, and that no act by 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 to any Lender or Issuing Bank as to any matter, including whether such Agent to has disclosed material information in their possession. Each Lender and the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender Bank represents to each Agent that it has, independently and without reliance upon any either Agent or any Lender, other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, prospects, operations, property, property financial and other condition and creditworthiness of the Loan Credit Parties and their respective Affiliates Subsidiaries and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans and other extensions of credit hereunder and enter into this AgreementAgreement and to extend credit to the BorrowersBorrower and the other Credit Parties hereunder. Each of Lender and the Issuing Lender and each Lender Bank also represents acknowledges that it will, independently and without reliance upon any Agent or any other Lender or any of their respective Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related partiesappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or Agreement, any other Loan Document, Credit Document or any related agreement or any document furnished hereunder or thereunder, 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 BorrowersBorrower and their respective 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, no 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 of the Issuing Lender and (and, if applicable, each Lender other Secured Party) expressly acknowledges that none of the Agents nor any of their respective no Agent Related Parties have Party has made any representations or warranties to it and that no act by any Agent Related Party 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 such Agent Related Party to the Issuing any Lender or any Lenderother Secured Party. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) represents to each Agent the Agents that it has, independently and without reliance upon any Agent Related Party or any Lenderother Lender or any other Secured Party, 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 respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement or any Specified Hedge Agreement. Each of the Issuing Lender and (and, if applicable, each Lender other Secured Party) also represents that it will, independently and without reliance upon any Agent Related Party or any other Lender or any of their respective Related Partiesother Secured Party, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the other Loan Documents or any other Loan Document, any related agreement or any document furnished hereunder or thereunderSpecified Hedge 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 respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no the Administrative Agent shall not have any duty or responsibility to provide any Lender or any other Secured Party 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 affiliatesAffiliates.

Non-Reliance on Agents and Other Lenders. Each of the Issuing Lender and each Lender expressly acknowledges that none of the Agents no Agent nor any of their its respective Related Parties have officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by 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 such any Agent to the Issuing any Lender or any LenderLetter of Credit Issuer. Each of the Issuing Lender and each Lender Letter of Credit Issuer represents to each Agent that it has, independently and without reliance upon any such Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties each Borrower, any Guarantor and their respective Affiliates any other Credit Party and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderCredit 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 respective Affiliatesany other Credit Party. Except for notices, reports and other documents expressly required to be furnished famished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 of the Issuing Lender and each Lender expressly acknowledges that none of the Agents nor any of their respective Related Parties have officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by any Agent hereafter hereinafter taken, including any review of the affairs of a Loan any Borrower or any other Credit 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent Agent, any Arranger of the Facilities, any Commitments or any Lenderamendment to this Agreement or any other Lender and their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Borrowers and the other Loan Parties and their respective Affiliates and made its own decision to make its Loans and other extensions of extend credit to the Borrowers hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent Agent, any Arranger of the Facilities, any Commitments or any Lender amendment to this Agreement or any of other Lender and their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective AffiliatesParties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent, the Canadian Agent hereunderor the Co-Collateral Agents hereunder or under any of the other Loan Documents, no Agent shall 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 of the Issuing Lender and each Lender expressly acknowledges that none of neither the Agents nor any of their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by 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 such any Agent to the Issuing Lender or any Lender. Each of the Issuing Lender and each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Affiliates affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each of the Issuing Lender and each Lender also represents that it will, independently and without reliance upon any Agent or any Lender or any of their respective Related Partiesother Lender, and based on such documents and information as it shall deem appropriate at the time, it will, independently and without reliance upon any Agent or any Lender or any of their respective Related parties, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any and the other Loan Document, any related agreement or any document furnished hereunder or thereunderDocuments, 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 respective 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 responsibility 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, no 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.