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

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties. 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, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which may come into the possession of any Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither any of the Agents nor any of their officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person of the Agents hereafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by such Agent-Related Person any of the Agents to any Lender. Each Lender represents to each Agent of the Agents that it has, independently and without reliance upon any Agent-Related Person of the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness credit worthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person of the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any of the Agents hereunder (or copies of which have been provided to the Administrative Agent hereunderpursuant to this Agreement), no Agent none of the Agents 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 other conditionsotherwise), prospects or creditworthiness of the Borrower Parties any Credit Party which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties. 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, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which may come into the possession of any Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither any of the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of the Borrower or any Borrower Partyaffiliate of the Borrower, shall be deemed to constitute any representation or warranty by such Agent-Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and its affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Partiesand its 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which or any affiliate of the Borrower that may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-the Agent- Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an of, and investigation into into, the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties. 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, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which that may come into the possession of any Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates thereof has made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of any Borrower Partythe Credit Parties, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this the Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Partiesand its Subsidiaries. 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, assets, property, financial or and other conditions, prospects condition or creditworthiness of the Borrower Credit Parties which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such the Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties. 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, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which may come into the possession of any Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such the Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties. 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, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which that may come into the possession of any Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations or warranties to it and that no act by the Agents or any Agent-Related Person hereafter affiliate thereof hereinafter taken, including any review of the affairs of any Borrower Credit Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person the Agents to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit 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 shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Credit Parties which may come into the possession of the Agents or any Agentof their officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter hereinafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by such any Agent-Related Person to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon the Agents, any other Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agents, any other Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower PartiesBorrower. Except for (i) delivery of the Credit Documents, (ii) delivery of all financial statements received by the Administrative Agent pursuant to Section 7.1(a) and 7.1(b), (iii) delivery of all notices received by the Administrative Agent pursuant to Sections 7.1(e) and 7.8 and (iv) delivery of notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent Agent-Related Person shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which may come into the possession of any an Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such the Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties. 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, assets, property, financial or other conditions, prospects or creditworthiness of the any Borrower Parties Party which may come into the possession of any Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, (including any review Lender in its capacity as a counterparty to a Hedging Agreement or provider of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. Each Lender represents to each Agent Bank Products and Cash Management Services) agrees that it has, independently and without reliance upon on any Agent-Related Person Agent or any other LenderLenders, and based on such documents and information as it has deemed appropriate, made its own appraisal credit analysis of an investigation into the business, assets, operations, property, financial Borrower and other conditions, prospects Obligors and creditworthiness of the Borrower Parties and has made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents Agreement and that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Credit Agreement and or any of the other Loan Documents, and Financing Agreements. Neither Agent shall be required to make such investigation as it deems necessary to inform keep itself informed as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness performance or observance by Borrower or any Obligor of any term or provision of this Agreement or any of the other Financing Agreements or any other document referred to or provided for herein or therein or to inspect the properties or books of Borrower Partiesor any Obligor. Except for notices, Administrative Agent will use reasonable efforts to provide Lenders with any information received by Administrative Agent from Borrower or any Obligor regarding its financial performance or the Collateral (including the collateral reports identified in Section 7.1 and other documents expressly the financial information delivered by the Borrower hereunder) or which is otherwise required to be furnished provided to Lenders hereunder and with a copy of any Notice of Default or Failure of Condition received by Administrative Agent from Borrower or any Lender; provided, that, Administrative Agent shall not be liable to any Lender for any failure to do so, except to the Lenders extent that such failure is attributable to Administrative Agent’s own gross negligence or willful misconduct as determined 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, assets, property, financial or other conditions, prospects or creditworthiness a final non-appealable judgment of the Borrower Parties which may come into the possession a court of any Agent-Related Personcompetent jurisdiction.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. (a) Each Lender represents to each Agent all other Lenders and to the Agents that it has, independently such Lender: (i) Independently and without reliance upon on any Agent-Related Person representation or act by any Agent or by any other Lender, and based on such documents and information as it that Lender has deemed appropriate, has made its such Lender’s own appraisal of an investigation into the business, assets, operations, property, financial condition and other conditions, prospects and creditworthiness affairs of the Borrower Loan Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. . (ii) Has relied upon that Lender’s review of the Loan Documents by that Lender and by counsel to that Lender as that Lender deemed appropriate under the circumstances. (b) Each Lender also represents agrees that it willsuch Lender, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on upon such documents and information as it such Lender shall deem appropriate at the time, will continue to make its such Lender’s own credit analysis, appraisals of the financial condition and decisions in taking affairs of the Loan Parties when determining whether to take or not taking to take any discretionary action under this Credit Agreement and Agreement. (c) Neither Agent in the other Loan Documentsdischarge of that Agent’s duties hereunder, and shall be required to make such investigation as it deems necessary inquiry of, or to inform itself as to inspect the businessproperties or books of, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties. any Person. (d) Except for notices, reports reports, and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder (as to which, no Agent see Section 14.5), the Agents shall not have any affirmative duty or responsibility to provide any Lender with any credit or other information concerning the businessany Person, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which information may come into the possession of Agents or any Affiliate of an Agent-Related Person. (e) Each Lender, at such Lender’s request, shall have reasonable access to all nonprivileged documents in the possession of the Agents, which documents relate to the Agents’ performance of their duties hereunder.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person either Agent hereafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesBorrower. 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates thereof has made any representations or warranties to it and that no act by any Agent-Related Person hereafter takenAgent taken after the Closing Date, including any review of the affairs of any Borrower Partythe Credit Parties, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this the Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Partiesand its Subsidiaries. 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, assets, property, financial or and other conditions, prospects condition or creditworthiness of the Borrower Credit Parties which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations or warranties to it and that no act by the Agents or any Agent-Related Person hereafter affiliate thereof hereinafter taken, including any review of the affairs of any Borrower Credit Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person the Agents to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit 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 shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Credit Parties which may come into the possession of the Agents or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person Agent nor any of their respective officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of any Borrower PartyLoan Party or any audit, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their respective Subsidiaries and made its own decision to make its Loans extend credit to the Borrower hereunder and enter into this Credit Agreement. Each Lender also represents that it willshall, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesLoan Parties and their respective Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent hereunder or under the Administrative Agent hereunderother Loan Documents, no Agent 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 other conditionsotherwise), prospects or creditworthiness of the Borrower Parties any Loan Party which may come into the possession of such Agent or any Agent-Related Personof its respective officers, directors, employees, agents, attorneys in fact or Affiliates. Each Lender assumes the responsibility of keeping itself informed at all times.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations representation or warranties warranty to it and that no act by any Agent-Related Person hereafter an Agent hereinafter taken, including any review of the affairs of any Borrower Partythe Credit Parties, shall be deemed to constitute any representation or warranty by such Agent-Related Person the Agents to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Credit Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Credit Parties which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent Bank hereunder, no Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which may come into the possession of any Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents or any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person such Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesBorrower. 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 credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which may come into the possession of any AgentAgent or any of their respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person the Agents hereafter taken, including any review of the affairs of the Company or any Borrower Partyof its Subsidiaries, shall be deemed to constitute any representation or warranty by such Agent-Related Person the Agents to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditionscondition, prospects and creditworthiness of the Borrower Parties Company and its Subsidiaries and made its own decision to make its Loans Loan hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditionscondition, prospects and creditworthiness of the Borrower PartiesCompany and its Subsidiaries. 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, financial or and other conditionscondition, prospects or creditworthiness of the Borrower Parties Company or any of its Subsidiaries which may come into the possession of the Agents or any Agentof their officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates thereof has made any representations or warranties to it and that no act by any Agent-Related Person hereafter takenAgent taken after the Closing Date, including any review of the affairs of any Borrower Partythe Credit Parties, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties Holdings and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this the Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesHoldings and its Subsidiaries. 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, assets, property, financial or and other conditions, prospects condition or creditworthiness of the Borrower Credit Parties which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations representation or warranties warranty to it and that no act by any Agent-Related Person hereafter an Agent hereinafter taken, including any review of the affairs of any Borrower Partythe Credit Parties, shall be deemed to constitute any representation or warranty by such Agent-Related Person the Agents to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Credit Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Credit Parties which may come into the possession of such Agent or any Agentof their officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any officers, directors, employ- ees, agents, attorneys-Related Person in-fact or Affiliates thereof has made any representations represen- tations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of any Borrower Partythe Credit Parties, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance reli- ance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action ac- tion under this the Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial fxxxx- cial and other conditions, prospects condition and creditworthiness of the Borrower Partiesand its Subsidi- aries. 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, assets, property, financial or and other conditions, prospects condition or creditworthiness of the Borrower Credit Parties which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person any Agent to any Lender. Each Lender represents to each Agent acknowledges that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other applicable Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesLoan Parties and their affiliates. 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, assetsProperty, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which any Loan Party or any affiliate of a Loan Party that may come into the possession of either Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person any Agent to any Lender. Each Lender represents to each Agent acknowledges that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an of, and investigation into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other applicable Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesLoan Parties and their affiliates. 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, assetsProperty, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which any Loan Party or any affiliate of a Loan Party that may come into the possession of either Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. (a) Each Lender represents to each Agent all other Lenders and to the Agents that it has, independently such Lender: (i) Independently and without reliance upon on any Agent-Related Person representation or act by Agents or by any other Lender, and based on such documents and information as it that Lender has deemed appropriate, has made its such Lender’s own appraisal of an investigation into the business, assets, operations, property, financial condition and other conditions, prospects and creditworthiness affairs of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. . (ii) Has relied upon that Lender’s review of the Loan Documents by that Lender and by counsel to that Lender as that Lender deemed appropriate under the circumstances. (b) Each Lender also represents agrees that it willsuch Lender, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on upon such documents and information as it such Lender shall deem appropriate at the time, will continue to make its such Lender’s own credit analysis, appraisals of the financial condition and decisions in taking affairs of the Borrower when determining whether to take or not taking to take any discretionary action under this Credit Agreement and Agreement. (c) The Agents, in the other Loan Documentsdischarge of that Agents’ duties hereunder, shall not (i) Be required to make inquiry of, or to inspect the properties or books of, any Person. (ii) Have any responsibility for the accuracy or completeness of any financial examination, review, inventory, analysis, appraisal, and to make such investigation as it deems necessary to inform itself as to the businessother information concerning, assetsrelating to, operations, property, financial and other conditions, prospects and creditworthiness or in respect of the Borrower Parties. and prepared by or at the request of, or furnished to any of, the Lenders by or on behalf of the Agents. (d) Except for notices, reports reports, and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent Agents hereunder, no Agent the Agents shall not have any affirmative duty or responsibility to provide any Lender with any credit or other information concerning the businessany Person, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which information may come into the possession of Agents or any AgentAffiliate of the Agents. (e) Each Lender, at such Lender’s request, shall have reasonable access to all non-Related Personprivileged documents in the possession of the Agents, which documents relate to the Agents’ performance of their duties hereunder.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of Holdings or the Borrower or any Borrower Partyaffiliate of such person, shall be deemed to constitute any representation or warranty by such Agent-Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings, the Borrower Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings, the Borrower Partiesand their Affiliates. 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 credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of Holdings, the Borrower Parties which or any Affiliate of such person that may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Affiliate Party, shall be deemed to constitute any representation or warranty by such the Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Affiliate Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Affiliate Parties. 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, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Affiliate Parties which may come into the possession of any Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, advisors, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of the Borrower or any Borrower Partyaffiliate of the Borrower, shall be deemed to constitute any representation or warranty by such Agent-Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and its affiliates and made its own decision to make its the Loans hereunder and enter into this Credit and Security Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other any Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Partiesand its affiliates. 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 credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which or any affiliate that may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, advisors, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. (a) Each Lender represents to each Agent all other Lenders and to the Agents that it has, independently such Lender: (i) Independently and without reliance upon on any Agent-Related Person representation or act by Agents or by any other Lender, and based on such documents and information as it that Lender has deemed appropriate, has made its such Lender's own appraisal of an investigation into the business, assets, operations, property, financial condition and other conditions, prospects and creditworthiness affairs of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. . (ii) Has relied upon that Lender's review of the Loan Documents by that Lender and by counsel to that Lender as that Lender deemed appropriate under the circumstances. (b) Each Lender also represents agrees that it willsuch Lender, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on upon such documents and information as it such Lender shall deem appropriate at the time, will continue to make its such Lender's own credit analysis, appraisals of the financial condition and decisions in taking affairs of the Borrower when determining whether to take or not taking to take any discretionary action under this Credit Agreement and Agreement. (c) The Agents, in the other Loan Documentsdischarge of that Agents' duties hereunder, shall not (i) Be required to make inquiry of, or to inspect the properties or books of, any Person. (ii) Have any responsibility for the accuracy or completeness of any financial examination, review, inventory, analysis, appraisal, and to make such investigation as it deems necessary to inform itself as to the businessother information concerning, assetsrelating to, operations, property, financial and other conditions, prospects and creditworthiness or in respect of the Borrower Parties. and prepared by or at the request of, or furnished to any of, the Lenders by or on behalf of the Agents. (d) Except for notices, reports reports, and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent Agents hereunder, no Agent the Agents shall not have any affirmative duty or responsibility to provide any Lender with any credit or other information concerning the businessany Person, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which information may come into the possession of Agents or any AgentAffiliate of the Agents. (e) Each Lender, at such Lender's request, shall have reasonable access to all non-Related Personprivileged documents in the possession of the Agents, which documents relate to the Agents' performance of their duties hereunder.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs the Parent Borrower or any of any Borrower Partyits Subsidiaries, shall be deemed to constitute any representation or warranty by such Agent-Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties Borrowers and their affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesBorrowers and their 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which Borrowers that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent nor any of such Agent's officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter an Agent hereinafter taken, including any review of the affairs of any Borrower Partythe Credit Parties, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Credit Parties and made its own decision to make its Loans hereunder and enter into this Agreement and the other Credit AgreementDocuments. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent Agents hereunder, no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Credit Parties which may come into the possession of an Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any officer, director, employee, agent, attorney-Related Person in-fact or Affiliate of any Agent has made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of any Borrower Loan Party, shall be deemed to constitute any representation or warranty by any such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties each Loan Party and made its own decision to make its Loans Loans, participate in Letters of Credit issued hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Partieseach Loan Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties any Loan Party which may come into the possession of such Agent or any officer, director, employee, agent, attorney-in-fact or Affiliate of such Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person Agent nor any of their respective officers, directors, employees, agents, attorneys in fact or affiliates has made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Group Member or any Borrower Partyaffiliate of a Group Member, shall be deemed to constitute any representation or warranty by such Agent-Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties Group Members and their affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesGroup Members and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative an applicable Agent hereunder, no such Agent shall have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which any Group Member or any affiliate of a Group Member that may come into the possession of such Agent or any Agent-Related Personof its officers, directors, employees, agents, attorneys in fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations or warranties to it and that no act by the Agents or any Agent-Related Person hereafter affiliate thereof hereinafter taken, including any review of the affairs of any Borrower Credit Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person the Agents to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such 91 documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit 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 shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Credit Parties which may come into the possession of the Agents or any Agentof their officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents nor any of their officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of the Borrower or any Borrower PartyGuarantor, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and the Guarantors and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsOperative Agreements, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Partiesand the Guarantors. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent Agents hereunder, no Agent none of the Agents 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 other conditionsotherwise), prospects or creditworthiness of the Borrower Parties or any Guarantor which may come into the possession of any AgentAgent or any of its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no none of the Agent-Related Person Persons has made any representations representation or warranties warranty to it it, and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs or property of any Borrower PartyBorrowers and their respective Subsidiaries, shall be deemed to constitute any representation or warranty by such any Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Borrowers and any other Person party to a Loan Document, and all applicable bank regulatory or other laws relating to the Borrower Parties transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this Credit AgreementAgreement and to extend credit to Borrowers. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesBorrowers and any other Person party to a Loan Document. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereunderAgents, no Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, assets, propertyProperty, financial or and other conditions, prospects condition or creditworthiness of the Borrower Parties which Borrowers and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related PersonPersons.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person Agent nor any of their respective officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter an Agent hereinafter taken, including any review of the affairs of the Borrower or any Borrower other Loan Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person such Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower and the other Loan Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by an Agent hereunder or under the Administrative Agent hereunderother Loan Documents, no such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties or any other Loan Party which may come into the possession of such Agent or any Agent-Related Personof its officers, directors, employees, agents, attorneys in fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. (a) Each Lender represents to each Agent all other Lenders and to the Agents that it has, independently such Lender: (i) Independently and without reliance upon on any Agent-Related Person Page 114 representation or act by any Agent or by any other Lender, and based on such documents and information as it that Lender has deemed appropriate, has made its such Lender's own appraisal of an investigation into the business, assets, operations, property, financial condition and other conditions, prospects and creditworthiness affairs of the Borrower Loan Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. . (ii) Has relied upon that Lender's review of the Loan Documents by that Lender and by counsel to that Lender as that Lender deemed appropriate under the circumstances. (b) Each Lender also represents agrees that it willsuch Lender, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on upon such documents and information as it such Lender shall deem appropriate at the time, will continue to make its such Lender's own credit analysis, appraisals of the financial condition and decisions in taking affairs of the Loan Parties when determining whether to take or not taking to take any discretionary action under this Credit Agreement and Agreement. (c) Neither Agent in the other Loan Documentsdischarge of that Agent's duties hereunder, and shall be required to make such investigation as it deems necessary inquiry of, or to inform itself as to inspect the businessproperties or books of, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties. any Person. (d) Except for notices, reports reports, and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder (as to which, no Agent SEE Section 15.5), the Agents shall not have any affirmative duty or responsibility to provide any Lender with any credit or other information concerning the businessany Person, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which information may come into the possession of Agents or any Affiliate of an Agent-Related Person. (e) Each Lender, at such Lender's request, shall have reasonable access to all nonprivileged documents in the possession of the Agents, which documents relate to the Agents' performance of their duties hereunder.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no neither the Administrative Agent, the Documentation Agent nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter either Agent hereinafter taken, including any review of the affairs of any Borrower Partythe Borrowers, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any the Administrative Agent-Related Person , the Documentation Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties Borrowers and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesBorrowers. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no neither Agent 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 other conditionsotherwise), prospects or creditworthiness of the Borrower Parties Borrowers which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter the Agents hereinafter taken, including any review of the affairs of the Borrower or any Borrower PartyGuarantor, shall be deemed to constitute any representation or warranty by such Agent-Related Person the Agents to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and any Guarantor and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Partiesand any Guarantor. 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, assets, operations, assets, propertyproperties, financial or other conditionscondition, prospects or creditworthiness of the Borrower Parties which or any Guarantor that may come into the possession of the Agents or any Agentof their officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person either Agent hereafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by such Agent-Related Person either Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person either Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person either Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or furnished to the Administrative Agent for 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which may come into the possession of either Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentthe Agents or any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or Affiliates have not made any representations or warranties to it and that no act by the Agents or any Agent-Related such Person hereafter hereinafter taken, including any review of the affairs of the Borrower or any Borrower other Credit Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person any Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and each other Credit Party and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of any of the Borrower Credit Parties. Except for notices, reports 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, assets, operations, assets, propertyproperties, financial or other conditionscondition, prospects or creditworthiness of the Borrower Parties which any Credit Party that may come into the possession of the Administrative Agent, any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Agent- Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties. 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, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which may come into the possession of any Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by such Agent-Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and made its own decision to make its Loans extend credit hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesBorrower. 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 Credit 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which or any Guarantor that may come into the possession of the Administrative Agent, the Collateral Agent or any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of any Borrower Partythe Credit Parties, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person such Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings and the Borrower Parties Company and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this the Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings and the Borrower PartiesCompany and its Subsidiaries. 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, assets, property, financial or and other conditions, prospects condition or creditworthiness of the Borrower Credit Parties which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of any Borrower Partythe Credit Parties, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person such Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings and the Borrower Parties Company and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this the Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings and the Borrower PartiesCompany and its Subsidiaries. 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, assets, property, financial or other conditions, prospects condition or creditworthiness of the Borrower 91 Credit Parties which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

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

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of the Borrowers or any Borrower PartyLoan Party or any audit 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 Agent-Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Borrowers and the other Loan Parties and made its own decision to make its Loans extend credit to the Borrowers hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Borrowers and other Loan Parties. 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties Borrowers or any other Loan Party which may come into the possession of such Agent or any of their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates. Without limiting the generality of the foregoing, no Agent shall have any duty to monitor the Collateral used to calculate the Borrowing Base or the reporting requirements or the contents of reports delivered by the Borrowers or the Borrower’s Agent-Related Person. Each Lender assumes the responsibility of keeping itself informed at all times.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no none of the Agent-Related Person Persons has made any representations representation or warranties warranty to it it, and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs or Property of any Borrower Partyand its Subsidiaries, shall be deemed to constitute any representation or warranty by such any Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Borrower and any other Person (other than the Borrower Parties Lenders) party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this Credit AgreementAgreement and to extend credit to Borrower. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Borrower and any other Person (other than the Borrower PartiesLenders) party to a Loan Document. 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, assets, propertyProperty, financial or and other conditions, prospects condition or creditworthiness of the Borrower Parties which and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related PersonPersons.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither any Agent nor any of its officers, directors, employees, agents, attorneys-Related Person has in-fact or Affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person such Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesLoan Parties and their 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which any Loan Party or any affiliate of a Loan Party that may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations representation or warranties warranty to it and that no act by any Agent-Related Person hereafter an Agent hereinafter taken, including any review of the affairs of any Borrower Partythe Credit Parties, shall be deemed to constitute any representation or warranty by such Agent-Related Person the Agents to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Credit Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative an Agent hereunder, no Agent Agents 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 other conditionsotherwise), prospects or creditworthiness of the Borrower Credit Parties which may come into the possession of such Agents or any Agentof their officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. Each Lender represents to each Agent agrees that it has, independently and without reliance upon any on the Administrative Agent, either Co-Related Person Syndication Agent, either Co-Documentation Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness credit analysis of the Borrower Parties Company and made the Subsidiaries and its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents , and that it will, independently and without reliance upon any the Administrative Agent, either Co-Related Person Syndication Agent, either Co-Documentation Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Credit Agreement and Agreement. Neither the Administrative Agent, either Co-Syndication Agent nor either Co-Documentation Agent shall be required to keep itself informed as to the performance or observance by the Company of this Agreement, the other Loan Documents, and Documents or any other document referred to make such investigation as it deems necessary or provided for herein or to inform itself as to inspect the business, assets, operations, property, financial and other conditions, prospects and creditworthiness properties or books of the Borrower PartiesCompany. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no neither the Administrative Agent, either Co-Syndication Agent nor either Co-Documentation Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, propertyaffairs, financial condition or other conditions, prospects or creditworthiness business of the Borrower Parties Company (or any of its Affiliates) which may come into the possession of the Administrative Agent, either Co-Syndication Agent, either Co-Documentation Agent or any Agent-Related Personof its respective Affiliates. In this regard, each Lender acknowledges that Andrews Kurth LLP is acting in this transaction as special counsel xx xxx Xxxxxistrative Agent only. Each Lender will consult with its own legal counsel to the extent that it deems necessary in connection with this Agreement and other Loan Documents and the matters contemplated herein and therein.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. Each Lender represents to each Agent agrees that it has, independently and without reliance upon any on the Administrative Agent, the Syndication Agent, the Co-Related Person Documentation Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness credit analysis of the Borrower Parties Company and made the Subsidiaries and its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents , and that it will, independently and without reliance upon any the Administrative Agent, the Syndication Agent, the Co-Related Person Documentation Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Credit Agreement and Agreement. None of the Administrative Agent, the Syndication Agent nor the Co-Documentation Agents shall be required to keep itself informed as to the performance or observance by the Company of this Agreement, the other Loan Documents, and Documents or any other document referred to make such investigation as it deems necessary or provided for herein or to inform itself as to inspect the business, assets, operations, property, financial and other conditions, prospects and creditworthiness properties or books of the Borrower PartiesCompany. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent, none of the Administrative Agent, the Syndication Agent hereunder, no Agent nor the Co-Documentation Agents shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, propertyaffairs, financial condition or other conditions, prospects or creditworthiness business of the Borrower Parties Company (or any of its Affiliates) which may come into the possession of such Agent or any Agent-Related Personof its respective Affiliates. In this regard, each Lender acknowledges that Xxxxxxx Xxxxx LLP is acting in this transaction as special counsel to the Administrative Agent only. Each Lender and each other Agent will consult with its own legal counsel to the extent that it deems necessary in connection with this Agreement and other Loan Documents and the matters contemplated herein and therein.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither any Agent nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by such Agent or any Agent-Related such other Person hereafter hereinafter taken, including any review of the affairs of the Borrower or any Borrower other Loan Party, shall be deemed to constitute any representation or warranty by such Agent-Related Agent or any such other Person to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower and the other Loan Parties and made its own decision to make its Loans extensions of credit hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties or any other Loan Party which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations or warranties to it and that no act by the Agents or any Agent-Related Person hereafter affiliate thereof hereinafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by such Agent-Related Person the Agents to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower PartiesBorrower. 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, financial or other conditions, prospects or creditworthiness of the Borrower Parties which may come into the possession of the Agents or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender of the Lenders expressly acknowledges that no Agent, nor any of such Agent's officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including including, without limitation, any review of the affairs of any Borrower Partythe Loan Parties, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. Each Lender of the Lenders also represents and warrants to each Agent the Agents and the other Lenders that it has, independently and without reliance upon any Agent-Related such Person (or any other Lender, of their Affiliates) and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, prospects, financial and other conditions, prospects conditions and creditworthiness of the Borrower Loan Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender of the Lenders also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Liquidity Bank or Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, prospects, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties. Except for noticesNone of the Agents or the Lenders, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereundernor any of their respective Affiliates, no Agent shall have any duty or responsibility to provide any Lender party to this Agreement with any credit or other information concerning the business, operations, assets, property, prospects, financial or and other conditions, prospects condition or creditworthiness of the Borrower Loan Parties which may come into the possession of such Person or any Agentof its respective officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates, except that each of the Co-Agents shall promptly distribute to its related Conduit (and, as applicable, its Liquidity Banks), copies of financial and other information expressly provided to such Co-Agent by either of the Loan Parties pursuant to this Agreement for distribution to the Agents and/or Lenders.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-neither the Agents nor any of their Related Person has Parties have made any representations or warranties to it and that no act by the any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesLoan Parties and their Affiliates. 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which any Loan Party or any Affiliate of a Loan Party that may come into the possession of the Agents or any Agentof its officers, directors, employees, agents, advisors, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. (a) Each Lender represents to each Agent all other Lenders and to the Agents that it has, independently such Lender: (i) Independently and without reliance upon on any Agent-Related Person representation or act by any Agent or by any other Lender, and based on such documents and information as it that Lender has deemed appropriate, has made its such Lender's own appraisal of an investigation into the business, assets, operations, property, financial condition and other conditions, prospects and creditworthiness affairs of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Agreement and the Loan Documents. (ii) Has relied upon that Lender's review of the Loan Documents and such review of the Loan Documents by counsel to that Lender as that Lender deemed appropriate under the circumstances. (b) Each Lender also represents agrees that it willsuch Lender, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on upon such documents and information as it such Lender shall deem appropriate at the time, will continue to make its such Lender's own credit analysis, appraisals of the financial condition and decisions in taking affairs of the Borrower when determining whether to take or not taking to take any discretionary action under this Credit Agreement and the or any other Loan DocumentsDocument. (c) Neither Agent, and in the discharge of that Agent's duties hereunder, shall be required to make such investigation as it deems necessary inquiry of, or to inform itself as to inspect the businessproperties or books of, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties. any Person. (d) Except for notices, reports reports, and other documents and information expressly required to be furnished to the Lenders by the Administrative an Agent hereunderhereunder (as to which, no SEE Section 15:15-5), neither Agent shall have any affirmative duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which may come into the possession of any Agent-Related Person.infor-

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. (a) Each Lender represents to each Agent all other Lenders and to the Agents that it has, independently such Lender: (i) Independently and without reliance upon on any Agent-Related Person representation or act by any Agent or by any other Lender, and based on such documents and information as it that Lender has deemed appropriate, has made its such Lender's own appraisal of an investigation into the business, assets, operations, property, financial condition and other conditions, prospects and creditworthiness affairs of the Borrower Parties Borrowers and made its own decision to make its Loans hereunder and enter into this Credit Agreement. . (ii) Has relied upon that Lender's review of the Loan Documents by that Lender and by counsel to that Lender as that Lender deemed appropriate under the circumstances. (b) Each Lender also represents agrees that it willsuch Lender, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on upon such documents and information as it such Lender shall deem appropriate at the time, will continue to make its such Lender's own credit analysis, appraisals of the financial condition and decisions in taking affairs of the Borrowers when determining whether to take or not taking to take any discretionary action under this Credit Agreement and Agreement. (c) Neither Agent in the other Loan Documentsdischarge of that Agent's duties hereunder, and shall be required to make such investigation as it deems necessary inquiry of, or to inform itself as to inspect the businessproperties or books of, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties. any Person. (d) Except for notices, reports reports, and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder (as to which, no Agent see Section ), the Agents shall not have any affirmative duty or responsibility to provide any Lender with any credit or other information concerning the businessany Person, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which information may come into the possession of Agents or any Affiliate of an Agent-Related Person. (e) Each Lender, at such Lender's request, shall have reasonable access to all nonprivileged documents in the possession of the Agents, which documents relate to the Agents' performance of their duties hereunder.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon on any Agent-Related Person , the Issuing Bank, any Lead Arranger, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an investigation into the business, assets, operations, property, financial condition and other conditions, prospects and creditworthiness affairs of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents Agreement and agrees that it will, independently and without reliance upon any Agent-Related Person , the Issuing Bank, any Lead Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and Agreement. None of the other Loan DocumentsAgents, and the Issuing Bank, any Lead Arranger or any Lender shall be required to make such investigation as it deems necessary to inform itself keep informed as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of performance or observance by the Borrower Partiesunder this Agreement or any other document referred to or provided for herein or to make inquiry of, or to inspect the properties or books of, the Borrower. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by any Agent, the Administrative Agent Issuing Bank, or any Lead 117 Arranger hereunder, no Agent none of the Agents, the Issuing Bank, any Lead Arranger or any Lender shall have any duty or responsibility to provide any Lender with any credit or other information concerning the businessBorrower, operations, assets, property, financial or other conditions, prospects or creditworthiness any Affiliate of the Borrower Parties Borrower, which may come into the possession of such Agent, the Issuing Bank, any Agent-Related PersonLead Arranger or such Lender or any of its or their Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other USActive 58236919.3 conditions, prospects and creditworthiness of the Borrower Parties. 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, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which may come into the possession of any Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither any of the Agents nor any of their officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person of the Agents hereafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by such Agent-Related Person any of the Agents to any Lender. Each Lender represents to each Agent of the Agents that it has, independently and without reliance upon any Agent-Related Person of the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person of the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness credit worthiness of the Borrower PartiesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any of the Agents hereunder (or copies of which have been provided to the Administrative Agent hereunderpursuant to this Agreement), no Agent none of the Agents 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 other conditionsotherwise), prospects or creditworthiness of the Borrower Parties any Credit Party which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no none of the Agent-Related Person Persons has made any representations representation or warranties warranty to it it, and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs or Property of any Borrower Partyand its Subsidiaries, shall be deemed to constitute any representation or warranty by such any Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Borrower and any other Person (other than the Borrower Parties Lender Group) party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this Credit AgreementAgreement and to extend credit to Borrower. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Borrower and any other Person (other than the Borrower PartiesLender Group) party to a Loan Document. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Lender Group by the Administrative Agent hereunderAgent, no Agent shall have any duty or responsibility to provide any member of the Lender Group with any credit or other information concerning the business, prospects, operations, assets, propertyProperty, financial or and other conditions, prospects condition or creditworthiness of the Borrower Parties which and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related PersonPersons.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by the Agent or any Agent-Related Person hereafter Affiliate thereof hereinafter taken, including any review of the affairs of any Borrower Partyof the Borrowers, shall be deemed to constitute any representation or warranty warranty, express or implied, by such Agent-Related Person the Agent to any Lender. Each Lender represents to each the Agent that it has, independently and without reliance upon any Agent-Related Person the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties Borrowers and made its own decision to make its Loans Commitment hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysisanalyses, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower PartiesBorrowers. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no the Agent shall not have any duty or responsibility responsibility, express or implied, to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties Borrowers which may come into the possession of the Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, advisors, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of any Borrower PartyGroup Member, shall be deemed to constitute any representation or warranty by such Agent-Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and its affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Partiesand its 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which any Group Member that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, advisors, attorneys-Related Personin-fact or affiliates.

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

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither any of the Agents nor any of their officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person of the Agents hereafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by such Agent-Related Person any of the Agents to any Lender. Each Lender represents to each Agent of the Agents that it has, independently and without reliance upon any Agent-Related Person of the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness credit worthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person of the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness credit worthiness of the Borrower PartiesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any of the Agents hereunder (or copies of which have been provided to the Administrative Agent hereunderpursuant to this Agreement), no Agent none of the Agents 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 other conditionsotherwise), prospects or creditworthiness credit worthiness of the Borrower Parties which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of any Borrower Partythe Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian shall be deemed to constitute any representation or warranty by such Agent-Related Person any Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an of, and investigation into into, the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian and the Receivables and made its own decision to make purchase its interest in the Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and any of the other Loan Basic Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, DB1/ 139452285.4 130 154304283v7 property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesBorrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian and the 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian or the Receivables which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. Each Lender represents to each Agent agrees that it has, independently and without reliance upon on any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal credit analysis of an investigation into the business, assets, operations, property, financial Borrower and other conditions, prospects Obligors and creditworthiness of the Borrower Parties and has made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents Agreement and that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Credit Agreement and or any of the other Loan Documents, and Financing Agreements. Agents shall not be required to make such investigation as it deems necessary to inform itself keep themselves informed as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness performance or observance by Borrower or any Obligor of any term or provision of this Agreement or any of the other Financing Agreements or any other document referred to or provided for herein or therein or to inspect the properties or books of Borrower Partiesor any Obligor. Agents will use reasonable efforts to provide Lenders with any information received by Agents from Borrower or any Obligor which is required to be provided to Lenders hereunder and with a copy of any “Notice of Default or Failure of Condition” received by any Agent from Borrower, any Obligor 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 business, operations, assets, propertyaffairs, financial condition or other conditions, prospects business of Borrower or creditworthiness of the Borrower Parties which any Obligor that may come into the possession of any such Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Agent‑Related Person has made any representations or warranties to it and that no act by any Agent-Related Agent‑Related Person hereafter taken, including any review of the affairs of any the Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related the Agent‑Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Agent‑Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Agent‑Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties. 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, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which may come into the possession of any Agent-Related Agent‑Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. (a) Each Lender represents to all other Lenders and to each Agent that it has, independently such Lender: (i) Independently and without reliance upon on any Agent-Related Person representation or act by any Agent or by any other Lender, and based on such documents and information as it that Lender has deemed appropriate, has made its such Lender's own appraisal of an investigation into the business, assets, operations, property, financial condition and other conditions, prospects and creditworthiness affairs of the Borrower Parties Borrowers and made its own decision to make its Loans hereunder and enter into this Credit Agreement. . (ii) Has relied upon that Lender's review of the Loan Documents by that Lender and by counsel to Lender as that Lender deemed appropriate under the circumstances. (b) Each Lender also represents agrees that it willsuch Lender, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on upon such documents and information as it such Lender shall deem appropriate at the time, will continue to make its such Lender's own credit analysis, appraisals of the financial condition and decisions in taking affairs of the Borrowers when determining whether to take or not taking to take any discretionary action under this Credit Agreement and Agreement. (c) Each Agent, in the other Loan Documentsdischarge of that Agent's duties hereunder, and shall not be required to make such investigation as it deems necessary inquiry of, or to inform itself as to inspect the businessproperties or books of, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties. any Person. (d) Except for notices, reports reports, and other documents and information expressly required to be furnished to the Lenders by the Administrative an Agent hereunderhereunder (as to which, see Section 15.5), no Agent shall have any affirmative duty or responsibility to provide any Lender with any credit or other information concerning the businessany Person, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which information may come into the possession of that Agent or any Affiliate of that Agent-Related Person. 135 143 (e) Each Lender, at such Lender's request, shall have reasonable access to all nonpriviledged documents in the possession of an Agent, which documents relate to that Agent's performance of its duties hereunder.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. (a) Each Lender represents to each Agent all other Lenders and to the Agents that it has, independently such Lender: (i) Independently and without reliance upon on any Agent-Related Person representation or act by any Agent or by any other Lender, and based on such documents and information as it that Lender has deemed appropriate, has made its such Lender's own appraisal of an investigation into the business, assets, operations, property, financial condition and other conditions, prospects and creditworthiness affairs of the Borrower Parties Borrowers and made its own decision to make its Loans hereunder and enter into this Credit Agreement. . (ii) Has relied upon that Lender's review of the Loan Documents by that Lender and by counsel to that Lender as that Lender deemed appropriate under the circumstances. (b) Each Lender also represents agrees that it willsuch Lender, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on upon such documents and information as it such Lender shall deem appropriate at the time, will continue to make its such Lender's own credit analysis, appraisals of the financial condition and decisions in taking affairs of the Borrowers when determining whether to take or not taking to take any discretionary action under this Credit Agreement and Agreement. (c) No Agent in the other Loan Documentsdischarge of such Agent's duties hereunder, and shall be required to make such investigation as it deems necessary inquiry of, or to inform itself as to inspect the businessproperties or books of, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties. any Person. (d) Except for notices, reports reports, and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder (as to which, no Agent see Section 15:15-5), the Agents shall not have any affirmative duty or responsibility to provide any Lender with any credit or other information concerning the businessany Person, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which information may come into the possession of Agents or any Affiliate of an Agent-Related Person. (e) Each Lender, at such Lender's request, shall have reasonable access to all nonprivileged documents in the possession of the Agents, which documents relate to the Agents' performance of their duties hereunder.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations or warranties to it and that no act by the Agents or any Agent-Related Person hereafter affiliate thereof hereinafter taken, including any review of the affairs of any Borrower Credit Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person the Agents to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit 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 shall not have any duty or 108 responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Credit Parties which may come into the possession of the Agents or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither any Agent nor any of its officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of the Borrower or any Borrower Partyaffiliate of the Borrower, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person such Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesLoan Parties and their 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which or any affiliate of the Borrower that may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither any Agent nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations representation or warranties warranty to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person such Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative an Agent hereunder, no such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties. 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, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which may come into the possession of any Agent-Related Agent‑Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent, nor any of the Agents' officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations or warranties to it and that no act by any Agent-Related Person an Agent hereafter taken, including including, without limitation, any review of the affairs of any Borrower Loan Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. Each Lender represents and warrants to each Agent that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, prospects, financial and other conditions, prospects conditions and creditworthiness of the Borrower Loan Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, prospects, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties. Except for notices, reports and other documents expressly required under the Loan Documents to be furnished to the Lenders by the Administrative Agent hereunderan Agent, no such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, prospects, financial or and other conditions, prospects condition or creditworthiness of the Borrower Loan Parties which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon on any Agent-Related Person , the Issuing Bank, any Arranger, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an investigation into the business, assets, operations, property, financial condition and other conditions, prospects and creditworthiness affairs of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents Agreement and agrees that it will, independently and without reliance upon any Agent-Related Person , the Issuing Bank, any Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and Agreement. None of the other Loan DocumentsAgents, and the Issuing Bank, any Arranger or any Lender shall be required to make such investigation as it deems necessary to inform itself keep informed as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of performance or observance by the Borrower Partiesunder this Agreement or any other document referred to or provided for herein or to make inquiry of, or to inspect the properties or books of, the Borrower. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by any Agent, the Administrative Agent Issuing Bank, or any Arranger hereunder, no Agent none of the Agents, the Issuing Bank, any Arranger or any Lender shall have any duty or responsibility to provide any Lender with any credit or other information concerning the businessBorrower, operations, assets, property, financial or other conditions, prospects or creditworthiness any Affiliate of the Borrower Parties Borrower, which may come into the possession of such Agent, the Issuing Bank, any Agent-Related PersonArranger or such Lender or any of its or their Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents or any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person such Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action (Credit Agreement) under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesBorrower. 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 credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which may come into the possession of any AgentAgent or any of their respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents, BAS, Chase Securities nor any of their officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations or warranties to it and that no act by the Agents or any Agent-Related Person hereafter affiliate thereof hereinafter taken, including any review of the affairs of any Borrower PartyCredit Party or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by such Agent-Related Person the Agents to any Lender. Each Lender represents to each Agent the Agents, Chase Securities and BAS that it has, independently and without reliance upon any Agent-Related Person the Agents or BAS or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agents, BAS, Chase Securities or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit Parties. 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, Chase Securities and BAS shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Credit Parties which may come into the possession of the Agents, Chase Securities, BAS or any Agentof their officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such the Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder USActive 60330059.19 -109- and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties. 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, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which may come into the possession of any Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of any Borrower Partythe Borrowers, shall be deemed to constitute any representation or warranty by such Agent-Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties Borrowers and made its own decision to make its Loans extend credit hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesBorrowers. 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which Borrowers that may come into the possession of the Administrative Agent, the Collateral Agent or any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither any Agent nor any of its officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Borrower or any Borrower Partyaffiliate of a Borrower, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person such Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties Borrowers and their affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesBorrowers and their 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the any Borrower Parties which or any affiliate of a Borrower that may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no none of the Agents nor any of each Agent's respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesBorrower. 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon on any Agent-Related Person , the Issuing Bank, any Lead Arranger, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an investigation into the business, assets, operations, property, financial condition and other conditions, prospects and creditworthiness affairs of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents Agreement and agrees that it will, independently and without reliance upon any Agent-Related Person , the Issuing Bank, any Lead Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and Agreement. None of the other Loan DocumentsAgents, and the Issuing Bank, any Lead Arranger or any Lender shall be required to make such investigation as it deems necessary to inform itself keep informed as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of performance or observance by the Borrower Partiesunder this Agreement or any other document referred to or provided for herein or to make inquiry of, or to inspect the properties or books of, the Borrower. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by any Agent, the Administrative Agent Issuing Bank, or any Lead Arranger hereunder, no Agent none of the Agents, the Issuing Bank, any Lead Arranger or any Lender shall have any duty or responsibility to provide any Lender with any credit or other information concerning the businessBorrower, operations, assets, property, financial or other conditions, prospects or creditworthiness any Affiliate of the Borrower Parties Borrower, which may come into the possession of such Agent, the Issuing Bank, any Agent-Related PersonLead Arranger or such Lender or any of its or their Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person hereafter the Agents hereinafter taken, including any review of the affairs of the Company or any Borrower Partyof its Subsidiaries, shall be deemed to constitute any representation or warranty by such Agent-Related Person the Agents to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditionscondition, prospects and creditworthiness of the Borrower Parties Company and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditionscondition, prospects and creditworthiness of the Borrower PartiesCompany and its Subsidiaries. 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, financial or and other conditionscondition, prospects or creditworthiness of the Borrower Parties Company or any of its Subsidiaries which may come into the possession of the Agents or any Agentof their officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person any Agent to any Lender. Each Lender represents to each Agent acknowledges that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an of, and investigation into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other applicable Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesLoan Parties and their affiliates. 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 infor mation concerning the business, operations, assetsProperty, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which any Loan Party or any affiliate of a Loan Party that may come into the possession of either Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither any Agent nor any of its respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of Holdings or any Borrower Partyof its Subsidiaries, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditionscondition, prospects and creditworthiness of the Borrower Parties Holdings and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditionscondition, prospects and creditworthiness of the Borrower PartiesHoldings and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no No Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or and other conditionscondition, prospects or creditworthiness of the Borrower Parties Holdings or any of its Subsidiaries which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no none of the Agent-Related Person Persons has made any representations representation or warranties warranty to it it, and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs or Property of any Borrower PartyBorrowers and their Subsidiaries, shall be deemed to constitute any representation or warranty by such any Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Borrowers and any other Person (other than the Borrower Parties Lenders) party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this Credit AgreementAgreement and to extend credit to Borrowers. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Borrowers and any other Person (other than the Borrower PartiesLenders) party to a Loan Document. 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, assets, propertyProperty, financial or and other conditions, prospects condition or creditworthiness of the Borrower Parties which Borrowers and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related PersonPersons.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither any of the Agents nor any of their officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person of the Agents hereafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by such Agent-Related Person any of the Agents to any Lender. Each Lender represents to each Agent of the Agents that it has, independently and without reliance upon any Agent-Related Person of the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person of the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any of the Administrative Agent Agents hereunder, no Agent none of the Agents 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 other conditionsotherwise), prospects or 53 49 creditworthiness of the Borrower Parties which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates thereof has made any representations or warranties to it and that no act by any Agent-Related Person hereafter takenAgent taken after the Original Closing Date, including any review of the affairs of any Borrower Partythe Credit Parties, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this the Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Partiesand its Subsidiaries. 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, assets, property, financial or and other conditions, prospects condition or creditworthiness of the Borrower Credit Parties which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person to any Lender. Each Lender represents to each Agent agrees that it has, independently and without reliance upon any on the Administrative Agent, either Co-Related Person Syndication Agent, either Co-Documentation Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness credit analysis of the Borrower Parties Company and made the Subsidiaries and its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents , and that it will, independently and without reliance upon any the Administrative Agent, either Co-Related Person Syndication Agent, either Co-Documentation Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Credit Agreement and Agreement. Neither the Administrative Agent, either Co-Syndication Agent nor either Co-Documentation Agent shall be required to keep itself informed as to the performance or observance by either Borrower of this Agreement, the other Loan Documents, and Documents or any other document referred to make such investigation as it deems necessary or provided for herein or to inform itself as to inspect the business, assets, operations, property, financial and other conditions, prospects and creditworthiness properties or books of the Borrower Partieseither Borrower. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no neither the Administrative Agent, either Co-Syndication Agent nor either Co-Documentation Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, propertyaffairs, financial condition or other conditions, prospects business of either Borrower (or creditworthiness any of the Borrower Parties its Affiliates) which may come into the possession of the Administrative Agent, either Co-Syndication Agent, either Co-Documentation Agent or any Agent-Related Personof its respective Affiliates. In this regard, each Lender acknowledges that Xxxxxxx Xxxxx L.L.P. is acting in this transaction as special counsel to the Administrative Agent only. Each Lender will consult with its own legal counsel to the extent that it deems necessary in connection with this Agreement and other Loan Documents and the matters contemplated herein and therein.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither an Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter an Agent hereinafter taken, including any review of the affairs of any Borrower Partythe Credit Parties, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person an Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Credit Parties and made its own decision to make its Loans hereunder and enter into this Agreement and the other Credit AgreementDocuments. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person an Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Credit Parties which may come into the possession of an Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither any Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of any Borrower Partythe Company, shall be deemed to constitute any representation or warranty by such Agent-Related Person Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties Company and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesCompany. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent Agents hereunder, no Agent 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 other conditionsotherwise), prospects or creditworthiness of the Borrower Parties Company which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents nor any of its respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person the Administrative Agent hereafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by such Agent-Related Person the Agents to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Parent, the Borrower Parties and its Subsidiaries made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Parent, the Borrower Partiesand the 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Parent, the Borrower Parties and the Subsidiaries which may come into the its possession of or any Agentofficer, director, employee, agent, attorney-Related Personin-fact or Affiliate.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-neither the Agents nor any of their Related Person has Parties have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by such Agent-Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesLoan Parties and their Affiliates. 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties which any Loan Party or any affiliate of a Loan Party that may come into the possession of the Agents or any Agentof its officers, directors, employees, agents, advisors, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of any Borrower Partythe Borrower, UACC, the Servicer, the Backup Servicer, the Account Bank and the Custodian shall be deemed to constitute any representation or warranty by such Agent-Related Person any Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties Borrower, the Servicer, UACC, the Backup Servicer, the Account Bank or the Custodian and the Receivables and made its own decision to make purchase its Loans interest in the Notes hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and any of the other Loan Basic Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesBorrower, the Servicer, UACC, the Backup Servicer, the Account Bank or the Custodian and the 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, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties Borrower, the Servicer, UACC, the Backup Servicer, the Account Bank or the Custodian or the Receivables which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person hereafter the Agents hereinafter taken, including any review of the affairs of the Company or any Borrower Partyof its Subsidiaries, shall be deemed to constitute any representation or warranty by such Agent-Related Person the Agents to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an and investigation into the business, assets, operations, property, financial and other conditionscondition, prospects and creditworthiness of the Borrower Parties Company or its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditionscondition, prospects and creditworthiness of the Borrower PartiesCompany and its Subsidiaries. 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, financial or and other conditionscondition, prospects or creditworthiness of the Borrower Parties Company or any of its Subsidiaries which may come into the possession of the Agents or any Agentof their officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.