Common use of Non-Reliance on the Administrative Agent Clause in Contracts

Non-Reliance on the Administrative Agent. The Lenders expressly acknowledge that neither the Administrative Agent, nor any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower or the Servicer, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, and the Collateral Obligations and made its own decision to purchase its interest in the Notes hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis, appraisals and decisions in taking or not taking action under any of the Transaction Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, and the Collateral Obligations. Except as expressly provided herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, the Servicer or the Lenders which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreement.

Non-Reliance on the Administrative Agent. The Lenders the Arranger and the Other Lenders. Each Lender expressly acknowledge acknowledges that neither none of the Administrative Agent, Agent nor any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or the Servicerany Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the ServicerLoan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the Collateral Obligations transactions contemplated hereby, and made its own decision to purchase its interest in the Notes hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the Transaction Documentsother Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the Servicerordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the Collateral Obligationspurpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Except as expressly provided Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, the Servicer or the Lenders which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreementfacilities.

Non-Reliance on the Administrative Agent. The Lenders expressly acknowledge that neither the Administrative Agent, nor any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower or the Servicer, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, and the Collateral Obligations and made its own decision to purchase its interest in the Notes hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis, appraisals and decisions in taking or not taking action under any of the Transaction Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, and the Collateral Obligations. Except as expressly provided herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, the Servicer or the Lenders which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates. In no event shall the Administrative Agent be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreement.

Non-Reliance on the Administrative Agent. The Lenders the Arrangers, the Bookrunners and the Other Lenders. Each Lender expressly acknowledge acknowledges that neither none of the Administrative Agent, Agent nor any of its officers, directors, employees, agents, attorneys‑in‑fact Arranger or affiliates Bookrunner has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or any Arranger or Bookrunner hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or the Servicerany Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger or Bookrunner to any LenderLender as to any matter, including whether the Administrative Agent or an Arranger or Bookrunner have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and the Arrangers and Bookrunners that it has, independently and without reliance upon the Administrative Agent Agent, the Arrangers, the Bookrunners, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the ServicerLoan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the Collateral Obligations transactions contemplated hereby, and made its own decision to purchase its interest in the Notes hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arrangers, the Bookrunners, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the Transaction Documentsother Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the Servicerordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the Collateral Obligationspurpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Except as expressly provided Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, the Servicer or the Lenders which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreementfacilities.

Non-Reliance on the Administrative Agent. The Lenders the Arrangers and the Other Lenders. Each Lender expressly acknowledge acknowledges that neither none of the Administrative Agent, Agent nor any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent nor any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or the Servicerany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender as to any matter, including whether the Administrative Agent or any Arranger has disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, and the Collateral Obligations and made its own decision to purchase its interest in the Notes hereunder and enter into this Agreement. Each Lender also represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it willis engaged in making, independently acquiring or holding commercial loans in the ordinary course and without reliance upon is entering into this Agreement as a Lender for the Administrative Agent purpose of making, acquiring or any holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and based on such documents not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and information as it shall deem appropriate at the time, continue each Lender agrees not to make its own analysis, appraisals and decisions assert a claim in taking or not taking action under any contravention of the Transaction Documentsforegoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make make, acquire and/or hold such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, and the Collateral Obligations. Except as expressly provided herein, the Administrative Agent shall not have any duty commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, the Servicer or the Lenders which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreementfacilities.

Non-Reliance on the Administrative Agent. The Lenders the Joint Lead Arrangers, the Co-Syndication Agents and the Other Banks. Each Bank and each Fronting Bank expressly acknowledge acknowledges that neither none of the Administrative Agent, any Joint Lead Arranger nor any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates Co-Syndication Agent has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent, any Joint Lead Arranger or any Co-Syndication Agent hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or the ServicerEQR or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent, any Joint Lead Arranger or any Co-Syndication Agent to any LenderBank or Fronting Bank as to any matter, including whether the Administrative Agent, any Joint Lead Arranger or any Co-Syndication Agent have disclosed material information in their (or their Related Parties’) possession. Each Lender Bank and each Fronting Bank represents to the Administrative Agent Agent, the Joint Lead Arrangers and the Co-Syndication Agents that it has, independently and without reliance upon the Administrative Agent Agent, any Joint Lead Arranger, any Co-Syndication Agent, any other Bank or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the ServicerEQR and their respective Subsidiaries, and all applicable bank or other regulatory laws relating to the Collateral Obligations transactions contemplated hereby, and made its own decision to purchase its interest in the Notes hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender Bank and each Fronting Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Joint Lead Arranger, any Co-Syndication Agent, any other Bank or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the Transaction Documentsother Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, EQR, or any Guarantor. Each Bank and each Fronting Bank represents and warrants that (i) the ServicerLoan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Bank or Fronting Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Bank or Fronting Bank, and not for the Collateral Obligationspurpose of purchasing, acquiring or holding any other type of financial instrument, and each Bank and each Fronting Bank agrees not to assert a claim in contravention of the foregoing. Except as expressly provided Each Bank and each Fronting Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Bank or such Fronting Bank, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, the Servicer or the Lenders which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreementfacilities.

Non-Reliance on the Administrative Agent. The Lenders and Other Purchasers Each of the CP Conduit Purchasers, the Committed Purchasers and the Funding Agents expressly acknowledge acknowledges that neither the Administrative Agent, Agent nor any of its officers, directors, employees, agents, attorneys‑in‑fact attorneys-in-fact or affiliates Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower or the ServicerTransferor, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lendersuch Person. Each Lender of the CP Conduit Purchasers, the Committed Purchasers and the Funding Agents represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other LenderCP Conduit Purchaser, Committed Purchaser or Funding Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the BorrowerTransferor, the Servicer, Collection Agent and the Collateral Obligations Sellers and made its own decision to purchase its interest in the Notes hereunder and enter into this Agreement. Each Lender of the CP Conduit Purchasers, the Committed Purchasers and the Funding Agents also represents that it will, independently and without reliance upon the Administrative Agent or any other LenderCP Conduit Purchaser, Committed Purchaser or Funding Agent, and based on such documents and information 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 any of this Agreement and the other Transaction Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the BorrowerTransferor, the Servicer, Collection Agent and the Collateral ObligationsSellers. Except as for notices, reports and other documents expressly provided hereinrequired to be furnished to the Funding Agents by the Administrative Agent hereunder, the Administrative Agent shall not have any no duty or responsibility to provide any Lender CP Conduit Purchaser, any Committed Purchaser or any Funding Agent with any credit or other information concerning the Collateral or the business, operations, property, prospectscondition (financial or otherwise), financial and other condition prospects or creditworthiness of the BorrowerTransferor, the Servicer Collection Agent or the Lenders Sellers which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact attorneys-in-fact or affiliates. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this AgreementAffiliates.

Non-Reliance on the Administrative Agent. The Lenders the Arrangers and the Other Lenders. Each Lender expressly acknowledge acknowledges that neither none of the Administrative Agent, Agent nor any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates the Arrangers has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or the Servicerany Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender as to any matter, including whether the Administrative Agent or any such Arranger has disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the ServicerLoan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the Collateral Obligations transactions contemplated hereby, and made its own decision to purchase its interest in the Notes hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the Transaction Documentsother Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the Servicerordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the Collateral Obligationspurpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Except Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as expressly provided hereinmay be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. The Administrative Agent has adopted internal policies and procedures that address requirements placed on federally regulated lenders under the Flood Insurance Laws. The Administrative Agent will post on the Platform (or otherwise distribute to each Lender) documents that it receives in connection with the Flood Insurance Laws. However, the Administrative Agent shall not have any duty or responsibility reminds each Lender and each Participant that, pursuant to provide any Lender with any credit or other information concerning the Collateral or the businessFlood Insurance Laws, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, the Servicer or the Lenders which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war each federally regulated lender (whether declared acting as a Lender or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or a Participant) is responsible for assuring its own compliance with the like which delay, restrict or prohibit the providing of the services contemplated by this Agreementflood insurance requirements.

Non-Reliance on the Administrative Agent. The Lenders the Arrangers and the other Lenders. Each Lender and each L/C Issuer expressly acknowledge acknowledges that neither none of the Administrative Agent, Agent nor any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or the Servicerany Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or such Arranger to any LenderLender or each L/C Issuer as to any matter, including whether the Administrative Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the ServicerLoan Parties and their Restricted Subsidiaries, and all applicable bank or other regulatory laws relating to the Collateral Obligations transactions contemplated hereby, and made its own decision to purchase its interest in the Notes hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the Transaction Documentsother Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the Servicerordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the Collateral Obligationspurpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. Except as expressly provided Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, the Servicer or the Lenders which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreementfacilities.

Non-Reliance on the Administrative Agent. The the Arrangers and Other Lenders. Each of the Lenders and L/C Issuers expressly acknowledge acknowledges that neither the Administrative Agent, Agent nor any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates the Arrangers has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or any of the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or the Servicerany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any of the Arrangers to any LenderLender or L/C Issuer as to any matter, including whether the Administrative Agent or any of the Arrangers has disclosed material information in its (or any of their respective Related Parties’) possession. Each Lender of the Lenders and L/C Issuers represents and warrants to the Administrative Agent and each of the Arrangers that it has, independently and without reliance upon the Administrative Agent Agent, any Arranger or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, and all applicable bank or other regulatory Laws relating to the Servicertransactions contemplated hereby, and the Collateral Obligations and made its own decision to purchase its interest in the Notes hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender of the Lenders and L/C Issuers also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the Transaction Documents, other Loan Document or any related agreement or any document furnished hereunder or thereunder and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Each of the Lenders and L/C Issuers represents and warrants that (a) the Loan Documents set forth the terms of commercial lending facilities and (b) it is engaged in making, acquiring or holding commercial loans in the Servicerordinary course and is entering into this Agreement as a Lender and/or L/C Issuer, as applicable, for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or such L/C Issuer, as applicable, and not for the Collateral Obligationspurpose of purchasing, acquiring or holding any other type of financial instrument, and each of the Lenders and L/C Issuers agrees not to assert a claim in contravention of the foregoing. Except Each of the Lenders and L/C Issuers represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and providing other facilities set forth herein as expressly provided hereinmay be applicable to such Lender or such L/C Issuer, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the Collateral as applicable, and either it, or the businessPerson exercising discretion in making its decision to make, operationsacquire and/or hold such commercial loans, propertyis experienced in making, prospectsacquiring or holding such commercial loans and providing other facilities set forth herein as may be applicable to such Lender or such L/C Issuer, financial and other condition or creditworthiness of the Borrower, the Servicer or the Lenders which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreementas applicable.

Non-Reliance on the Administrative Agent. The Lenders expressly acknowledge that neither the Administrative Agent, nor any of its officers, directors, employees, agents, attorneys‑in‑fact attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower or the Servicer, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, and the Collateral Obligations and made its own decision to purchase its interest in the Notes hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis, appraisals and decisions in taking or not taking action under any of the Transaction Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, and the Collateral Obligations. Except as expressly provided herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, the Servicer or the Lenders which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact attorneys-in-fact or affiliates. In no event shall the Administrative Agent be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreement.

Non-Reliance on the Administrative Agent. The Lenders the Arranger and the Other Lenders. Each Lender expressly acknowledge acknowledges that neither none of the Administrative Agent, Agent nor any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or the Servicerany Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger or any other Lender, Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the ServicerLoan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the Collateral Obligations transactions contemplated hereby, and made its own decision to purchase its interest in the Notes hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the Transaction Documentsother Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the Servicerordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the Collateral Obligationspurpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Except as expressly provided Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, the Servicer or the Lenders which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreementfacilities.

Non-Reliance on the Administrative Agent. The Lenders the Arrangers and the Other Lenders. Each Lender expressly acknowledge acknowledges that neither none of the Administrative Agent, Agent nor any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower any Loan Party or the Servicerany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender as to any matter, including whether the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the ServicerLoan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the Collateral Obligations transactions contemplated hereby, and made its own decision to purchase its interest in the Notes hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the Transaction Documentsother Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the Servicerordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the Collateral Obligationspurpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Except as expressly provided Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, the Servicer or the Lenders which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreementfacilities.

Non-Reliance on the Administrative Agent. The Lenders the Arrangers and the Other Lenders. Each Lender and each L/C Issuer expressly acknowledge acknowledges that neither none of the Administrative Agent, Agent nor any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or the Servicerany Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender or any L/C Issuer as to any matter, including whether the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the ServicerLoan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the Collateral Obligations transactions contemplated hereby, and made its own decision to purchase its interest in the Notes hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the Transaction Documentsother Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the Servicerordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the Collateral Obligationspurpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. Except as expressly provided Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, the Servicer or the Lenders which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreementfacilities.

Non-Reliance on the Administrative Agent. The Lenders the Arrangers and the Other Lenders. Each Lender expressly acknowledge acknowledges that neither none of the Administrative Agent, Agent nor any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower Borrower, any Subsidiary Guarantor or the Servicerany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or such Arranger to any LenderLender as to any matter, including whether the Administrative Agent or such Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the ServicerSubsidiary Guarantors and their Subsidiaries, and all applicable bank or other regulatory laws relating to the Collateral Obligations transactions contemplated hereby, and made its own decision to purchase its interest in the Notes hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement or any of the Transaction Documentsrelated agreement or any document furnished hereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerBorrower and the Subsidiary Guarantors. Each Lender represents and warrants that (i) this Agreement sets forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the Servicerordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the Collateral Obligationspurpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Except as expressly provided hereinEach Lender represents and warrants that it is sophisticated with respect to decisions to make, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the Collateral acquire and/or hold commercial loans and either it, or the businessPerson exercising discretion in making its decision to make, operationsacquire and/or hold such commercial loans, propertyis experienced in making, prospects, financial and other condition acquiring or creditworthiness of the Borrower, the Servicer or the Lenders which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreementholding such commercial loans.

Non-Reliance on the Administrative Agent. The Lenders the Arranger and the Other Lenders. Each Lender and the L/C Issuer expressly acknowledge acknowledges that neither none of the Administrative Agent, Agent nor any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or the Servicerany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, and the Collateral Obligations and made its own decision to purchase its interest in the Notes hereunder and enter into this Agreement. Each Lender also and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and the L/C Issuer represents and warrants that it willis sophisticated with respect to decisions to make, independently acquire and/or hold commercial loans and without reliance upon the Administrative Agent to provide other facilities set forth herein, as may be applicable to such Lender or any other Lendersuch L/C Issuer, and based on either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such documents and information as it shall deem appropriate at the time, continue to make its own analysis, appraisals and decisions in taking commercial loans or not taking action under any of the Transaction Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, and the Collateral Obligations. Except as expressly provided herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, the Servicer or the Lenders which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreementfacilities.

Non-Reliance on the Administrative Agent. The Lenders expressly acknowledge the Arrangers and the Other Lenders. Each Lender and each L/C Issuer acknowledgesexpressly acknowledges that neither none of the Administrative Agent, Agent nor any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates the Arrangers has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or the Servicerany Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arrangers to any LenderLender or each L/C Issuer as to any matter, including whether the Administrative Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent or, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis andof, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the ServicerLoan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the Collateral Obligations transactions contemplated hereby, and made its own decision to purchase its interest in the Notes hereunder and enter into this AgreementAgreement and to extend credit to the Company hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent or, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the Transaction Documentsother Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the Servicerordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the Collateral Obligationspurpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. Except as expressly provided Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, the Servicer or the Lenders which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreementfacilities.

Non-Reliance on the Administrative Agent. The Lenders Each Lender expressly acknowledge acknowledges that neither the Administrative Agent, Agent nor any of its officers, directors, employees, agents, attorneys‑in‑fact attorneys-in-fact or affiliates Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower or the ServicerBorrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently Independently and without reliance upon the Administrative Agent Agent, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Borrower and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any other Lender, action in connection herewith and based on such documents and information as it has deemed appropriate, made (ii) its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the BorrowerBorrower and its Subsidiaries and, the Servicer, and the Collateral Obligations and made its own decision to purchase its interest in the Notes hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis, appraisals and decisions in taking or not taking action under any of the Transaction Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, and the Collateral Obligations. Except except as expressly provided hereinin this Agreement, the Administrative Agent shall not have any duty or responsibility responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information concerning with respect thereto, whether coming into its possession before the Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness making of the Borrower, the Servicer Loans or the Lenders which may come into the possession of at any time or times thereafter. Neither the Administrative Agent or nor any of its respective officers, directors, employees, agents, attorneys‑in‑fact attorneys-in-fact or affiliates. In no event affiliates shall the Administrative Agent be (i) liable for any failure action lawfully taken or delay omitted to be taken by it or such Person under or in connection with this Agreement or any other Credit Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person's own gross negligence or willful misconduct) or (ii) responsible in any manner to any Lender for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of the Borrower and its Subsidiaries or be required to make any inquiry concerning either the performance or observance of its obligations hereunder because any of circumstances beyond its controlthe terms, including, but not limited to, acts provisions or conditions of God, flood, war (whether declared this Agreement or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action other Credit Document or the like which delay, restrict or prohibit the providing financial condition of the services contemplated by this AgreementBorrower and its Subsidiaries.

Non-Reliance on the Administrative Agent. The Lenders the Liberty Street Administrator and Other PurchasersOther Investor Parties. Each of the Purchasers expressly acknowledge acknowledges that neither the Administrative Agent, the Liberty Streetany Administrator nor any of its their respective officers, directors, employees, agents, attorneys‑in‑fact attorneys-in-fact or affiliates affiliatesAffiliates has made any representations or warranties to it and that no act by the Administrative Agent or the Liberty Streetany Administrator hereafter taken, including including, without limitation, any review of the affairs of the Borrower or the ServicerSeller Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lenderor the Liberty Streetsuch Administrator. Each Lender of the Purchasers also represents and warrants to the Administrative Agent Agent, the Liberty Street Administrator Administrators and the other Purchasers that it has, independently and without reliance upon the Administrative Agent any such Person (or any other Lender, of theirsuch Person’s Affiliates) and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, operations, property, prospects, financial and other condition conditions and creditworthiness of the Borrower, the Servicer, and the Collateral Obligations Seller Parties and made its own decision to purchase its interest in the Notes hereunder and enter into this Agreement. Each Lender of the Purchasers also represents that it will, independently and without reliance upon the Administrative Agent Agent, the Liberty Streetany Administrator or any other LenderPurchaser, and based on such documents and information 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 any of the Transaction Documentsthis Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, prospects, financial and other condition and creditworthiness of the BorrowerSeller Parties. None of the Administrative Agent, the ServicerLiberty Street AdministratorAdministrators nor any Purchaser, and the Collateral Obligations. Except as expressly provided hereinnor any of their respective Affiliates, the Administrative Agent shall not have any duty or responsibility to provide any Lender party to this Agreement with any credit or other information concerning the Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, the Servicer or the Lenders Seller Parties which may come into the possession of the Administrative Agent such Person or any of its respective officers, directors, employees, agents, attorneys‑in‑fact attorneys-in-fact or affiliates. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreement.

Non-Reliance on the Administrative Agent. The Lenders the Arrangers and the Other Lenders. Each Lender and the L/C Issuer expressly acknowledge acknowledges that neither none of the Administrative Agent, Agent nor any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower any Loan Party or the Servicerany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the ServicerLoan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the Collateral Obligations transactions contemplated hereby, and made its own decision to purchase its interest in the Notes hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the Transaction Documentsother Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Each Lender and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the Servicerordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the Collateral Obligationspurpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender the L/C Issuer agrees not to assert a claim in contravention of the foregoing. Except as expressly provided Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or the Administrative Agent shall not have any duty L/C Issuer, and either it, or responsibility the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, the Servicer or the Lenders which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreementfacilities.

Non-Reliance on the Administrative Agent. The Lenders the Arrangers and the Other Lenders. Each Lender and each L/C Issuer expressly acknowledge acknowledges that neither none of the Administrative Agent, Agent nor any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates the Arrangers has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or the Servicerany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arrangers to any LenderLender or each L/C Issuer as to any matter, including whether the Administrative Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, and the Collateral Obligations and made its own decision to purchase its interest in the Notes hereunder and enter into this Agreement. Each Lender also and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and each L/C Issuer represents and warrants that it willis sophisticated with respect to decisions to make, independently acquire and/or hold commercial loans and without reliance upon the Administrative Agent to provide other facilities set forth herein, as may be applicable to such Lender or any other Lendersuch L/C Issuer, and based on either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such documents and information as it shall deem appropriate at the time, continue to make its own analysis, appraisals and decisions in taking commercial loans or not taking action under any of the Transaction Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, and the Collateral Obligations. Except as expressly provided herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, the Servicer or the Lenders which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact or affiliates. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreementfacilities.