Common use of Non-Reliance Clause in Contracts

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties or their respective Subsidiaries, 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, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Borrower or their respective any of its Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Borrower or any of its Subsidiaries that which may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it such Lender and that no act by the Administrative Agent hereinafter takenhereafter, including, without limitation, including any review of the affairs of the Credit Parties Borrower or their respective the Subsidiaries, 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 such Lender has, independently and without reliance upon the Administrative Agent, Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, evaluation of and investigation into, into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Credit Parties Borrower and their the Subsidiaries and has made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreementthe Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Credit Parties Borrower and their the Subsidiaries. The Each Lender acknowledges that a copy of this Agreement and all exhibits and schedules hereto have been made available to it and its individual counsel for review, and each Lender acknowledges that it is satisfied with the form and substance thereof. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, propertyProperty, financial and other conditions, prospects condition or creditworthiness of the Credit Parties and their Borrower or the Subsidiaries that which may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties Borrower or their respective any of its Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Borrower or any of its Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent, the Collateral Agent nor any of its their respective Related Parties has made any representations or warranties to it and that no act by the Administrative Agent and/or the Collateral Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Loan Parties or their respective Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent or Collateral Agent to any Lender. Each Lender represents to the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent or Collateral Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Loan Parties and their Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Loan Parties and their Subsidiaries. The Neither the Administrative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Credit Loan Parties and their Subsidiaries that may come into the possession of the Administrative Agent, the Collateral Agent or any of its their respective Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Borrower or their respective any of its Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Borrower or any of its Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties Borrower or their respective any of its Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Borrower or any of its Subsidiaries that may come into the possession of the Administrative Agent or any of its Related PartiesParties other than as specifically required by this Agreement.

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

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Borrower or their any of its respective Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its respective Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Borrower or any of its Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent, the Collateral Agent nor any of its their respective Related Parties has made any representations or warranties to it and that no act by the Administrative Agent and/or the Collateral Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties or their respective Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent or Collateral Agent to any Lender. Each Lender represents to the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent or Collateral Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries. The Neither the Administrative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that may come into the possession of the Administrative Agent, the Collateral Agent or any of its their respective Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Company or their respective any of its Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Company and their its Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Company and their its Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Company or any of its Subsidiaries that which may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties or their respective Subsidiaries, 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, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Global Agent nor any of its Related Parties has have made any representations or warranties to it and that no act by the Administrative Global Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties Company or their respective any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Global Agent to any Lender. Each Lender represents to the Administrative Global Agent that it has, independently and without reliance upon the Administrative Global Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Parent and their its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Global Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Parent and their its Subsidiaries. The Administrative Global Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Parent or any of its Subsidiaries that may come into the possession of the Administrative Global Agent or any of its Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties Borrower or their respective any of its Subsidiaries, 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 of an investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Borrower or any of its Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties Borrowers or any of their respective Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrowers and their Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrowers and their Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and Borrowers or any of their Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has their officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative either Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Parent Borrower or their respective any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative such Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative Agent, either Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Parent Borrower and their its Subsidiaries and made its own decision to make its Revolving Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, 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 Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Parent Borrower and their its Subsidiaries. The Administrative Neither Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that Parent Borrower or any Subsidiary which may come into the possession of the Administrative such Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or affiliates.

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

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

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties or their respective Subsidiaries, 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, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Parties. The Administrative Agent shall not be required to deliver to any Lender originals or copies of any documents, instruments, notices, communications or other information received by the Administrative Agent from any Credit Party the Requisite Lenders, any Lender or any other Person under or in connection with this Agreement or any other Loan Document, except as expressly provided in this Agreement or any other Loan Document to which it is a party.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Borrower or other Credit Parties or their respective SubsidiariesParty, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and the other Credit Parties and their Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and the other Credit Parties and their SubsidiariesParties. 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, financial and other conditions, prospects or creditworthiness of the Borrower or any other Credit Parties and their Subsidiaries that Party which may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties 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 hereinafter takenhereinafter, including, without limitation, including any review of the affairs of the Credit Parties Borrower or their respective the Subsidiaries, 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, Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, evaluation of and investigation into, into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Credit Parties Borrower and their its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this AgreementAgreement or any of the 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 Credit Parties Borrower and their its Subsidiaries. The Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, propertyProperty, financial and other conditions, prospects condition or creditworthiness of the Credit Parties and their Borrower or its Subsidiaries that which may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Borrower or their respective any of its Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries. The Except as expressly stated herein, 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Borrower or any of its Subsidiaries that which may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither of the Administrative Agent Agents nor any of its their respective Related Parties has made any representations or warranties to it and that no act by the such Administrative Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties Borrower or their respective any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the such Administrative Agent to any Lender. Each Lender represents to the Administrative Agent Agents that it has, independently and without reliance upon the any Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the any Administrative Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and 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 Credit Parties Borrower and their its Subsidiaries. The Neither 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Borrower or any of its Subsidiaries that may come into the possession of the such Administrative Agent or any of its Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Borrowers or any of their respective Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrowers and their Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrowers and their Subsidiaries. The Except as specifically provided in this Agreement, 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and Borrowers or any of their Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Parent Borrower or their respective any of its Subsidiaries, 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, Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Parent Borrower and their its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Parent Borrower and their its Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that Parent Borrower or any Subsidiary which may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties 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 hereinafter takenhereinafter, including, without limitation, including any review of the affairs of the Credit Parties Borrower or their respective its Subsidiaries, 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, Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, evaluation of and investigation into, into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Credit Parties Borrower and their its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this AgreementAgreement or any of the 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 Credit Parties Borrower and their its Subsidiaries. The Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, propertyProperty, financial and other conditions, prospects condition or creditworthiness of the Credit Parties and their Borrower or its Subsidiaries that which may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Borrowers or any of their respective Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrowers and their respective Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrowers and their respective Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and Borrowers or any of their respective Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither none of the Administrative Agent, the Collateral Agent nor or any of its their respective Related Parties has made any representations or warranties to it and that no act by the Administrative Agent and/or the Collateral Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties or their respective Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent or Collateral Agent to any Lender. Each Lender represents to the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent or Collateral Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries. The Neither the Administrative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that may come into the possession of the Administrative Agent, the Collateral Agent or any of its their respective Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, any review of the affairs 84 of the Credit Parties or their respective Subsidiaries, 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, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Parties.

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

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

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties or their respective Subsidiaries, 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 on 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, of the business, assetsprospects, operations, propertymanagement, financial condition and other conditions, prospects affairs of Borrower and creditworthiness of the Credit Parties and their Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents Agreement and agrees that it will, independently and without reliance upon the Administrative Agent, Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement. Neither Agent nor any of its affiliates nor any of their respective directors, and officers, employees, agents or advisors shall (a) be required to make such investigation as it deems necessary to inform itself keep any Lender informed as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness performance or observance by Borrower or any of its Subsidiaries of the Credit Parties and their obligations under 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 Borrower or any of its Subsidiaries. The Administrative Agent shall not ; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects Borrower or creditworthiness any of the Credit Parties and their its Subsidiaries that which may come into the possession of the Administrative Agent, except for notices, reports and other documents and information expressly required to be furnished to Lenders by Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by Borrower or any officer, employee or agent of its Related Parties.Borrower in this Agreement or in any of the other Credit Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Document, (iii) the value or

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties Holdings or their respective any of its Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Holdings and their its Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Holdings and their its Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Holdings or any of its Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative any Agent nor any of its Related Parties has made any representations or warranties to it and that no act by the Administrative any Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties or their respective Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative such Agent to any Lender. Each Lender represents to each of the Administrative Agent Agents that it has, independently and without reliance upon the Administrative any Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative any Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries. The Administrative Each Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that may come into the possession of the Administrative such Agent or any of its Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent, the Collateral Agent nor any of its their respective Related Parties has made any representations or warranties to it and that no act by the Administrative Agent and/or the Collateral Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties or their respective Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent or Collateral Agent to any Lender. Each Lender represents to the Administrative Table of Contents Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent or Collateral Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries. The Neither the Administrative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that may come into the possession of the Administrative Agent, the Collateral Agent or any of its their respective Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has their officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative either Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Parent Borrower or their respective any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative such Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative Agent, either Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Parent Borrower and their its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, 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 Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Parent Borrower and their its Subsidiaries. The Administrative Neither Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that Parent Borrower or any Subsidiary which may come into the possession of the Administrative such Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it such Lender and that no act by the Administrative Agent hereinafter takenhereafter, including, without limitation, including any review of the affairs of the Credit Parties Company or their respective the Subsidiaries, 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 such Lender has, independently and without reliance upon the Administrative Agent, Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, evaluation of and investigation into, into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Credit Parties Company and their the Subsidiaries and has made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreementthe Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Credit Parties Company and their the Subsidiaries. The Administrative Each Lender acknowledges that a copy of this Agreement and all exhibits and schedules hereto have been made available to it and its individual counsel for review, and each Lender acknowledges that it is satisfied with the form and substance thereof. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, propertyProperty, financial and other conditions, prospects condition or creditworthiness of the Credit Parties and their Company or the Subsidiaries that which may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties Company or their respective any of its Subsidiaries, 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, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Parent and their its Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Parent and their its Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Parent or any of its Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither of the Administrative Agent Agents nor any of its Related Parties has their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent Agents hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Borrowers or any of their respective Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent Agents to any Lender. Each Lender represents to the Administrative Agent Agents that it has, independently and without reliance upon the either Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrowers and their respective Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the either Administrative Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and 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 Credit Parties Borrowers and their respective Subsidiaries. The No 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and Borrowers or any of their respective Subsidiaries that which may come into the its possession of the Administrative Agent or any of its Related Partiesrespective officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties or their respective Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent 101 that it has, independently and without reliance upon the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Borrower or their respective any of its Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Parties.to

Non-Reliance. Each Lender expressly acknowledges that neither of the Administrative Agent Agents nor any of its Related Parties has their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent Agents hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Borrowers, GTG Intangible or any of their respective Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent Agents to any Lender. Each Lender represents to the Administrative Agent Agents that it has, independently and without reliance upon the either Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrowers, GTG Intangible and their respective Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the either Administrative Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and 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 Credit Parties Borrowers, GTG Intangible and their respective Subsidiaries. The No 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and Borrowers, GTG Intangible or any of their respective Subsidiaries that which may come into the its possession of the Administrative Agent or any of its Related Partiesrespective officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Borrower or their respective any of its Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its 66 Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Borrower or any of its Subsidiaries that which may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Company or their respective any of its Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Company and their its Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Company and their its Subsidiaries. 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, financial and other conditions, prospects or 84 creditworthiness of the Credit Parties and their Company or any of its Subsidiaries that which may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent, the Collateral Agent nor any of its Related Parties their respective 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 or the Collateral Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties or their respective SubsidiariesCompany, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Collateral Agent to any Lender. Each Lender represents to the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Credit Parties and their Subsidiaries Company and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Credit Parties Company. Except for notices, reports and their Subsidiaries. The other documents expressly required to be furnished to the Lenders by the Administrative Agent, by the Collateral Agent or hereunder, neither the Administrative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects condition or creditworthiness of the Credit Parties and their Subsidiaries that Company which may come into the possession of the Administrative Agent or the Collateral Agent, or any of its Related Partiestheir respective officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties or their respective Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Parties.

Non-Reliance. Each Lender Bank expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Holdings or their respective any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, Agent or any other LenderBank, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Holdings and their its Subsidiaries and made its own decision to make its Loans hereunder, participate in the Letter of Credit issued hereunder and enter into this Credit Agreement. Each Lender Bank also represents that it will, independently and without reliance upon the Administrative Agent, Agent or any other LenderBank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Holdings and their its Subsidiaries. The Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that Holdings or any Subsidiary which may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys- in-fact or affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties Borrower or their respective any of its Subsidiaries, 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, of and investigation into, into LEGAL02/37021070v10 -94- the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Borrower or any of its Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Global Agent nor any of its Related Parties has have made any representations or warranties to it and that no act by the Administrative Global Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties Company or their respective any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Global Agent to any Lender. Each Lender represents to the Administrative Global Agent that it has, independently and without reliance upon the Administrative Global Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Company and their its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Global Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Company and their its Subsidiaries. The Administrative Global Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Company or any of its Subsidiaries that may come into the possession of the Administrative Global Agent or any of its Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Borrowers or their respective any of the Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrowers and their the Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrowers and their the Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Borrowers or any of the Subsidiaries that which may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither neithernone of the Administrative Agent, the Collateral Agent nor noror any of its their respective Related Parties has made any representations or warranties to it and that no act by the Administrative Agent and/or the Collateral Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties or their respective Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent or Collateral Agent to any Lender. Each Lender represents to the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent or Collateral Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries. The Neither the Administrative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that may come into the possession of the Administrative Agent, the Collateral Agent or any of its their respective Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties or and their respective Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Borrower or any of its Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties Borrower or their respective any of its Subsidiaries, 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 -80- documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Borrower or any of its Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Parties.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Parent Borrower or their respective any of its Subsidiaries, 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, Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Parent Borrower and their its Subsidiaries and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Parent Borrower and their its Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that Parent Borrower or any Subsidiary which may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance. Each Lender Bank expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Borrower or their respective any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, Agent or any other LenderBank, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness credit-worthiness of the Credit Parties Borrower and their its Subsidiaries and made its own decision to make its Loans hereunder, participate in the Letter of Credit issued hereunder and enter into this Agreement. Each Lender Bank also represents that it will, independently and without reliance upon the Administrative Agent, Agent or any other LenderBank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries. The Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that Borrower or any Subsidiary which may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys- in-fact or affiliates.

Non-Reliance. Each Lender of Parent and Merger Sub acknowledges (for itself and on behalf of its affiliates and the representatives of any of the foregoing) that it has conducted and completed its own investigation, analysis and evaluation of the Company and its financial condition, business, operations, results of operations, properties, assets, liabilities, prospects, and other matters relating to the Company, that it has made all such reviews and inspections of the financial condition, business, operations, properties, assets and prospects of the Company as it has deemed necessary or appropriate, and that it has had the opportunity to request all information it has deemed relevant to the foregoing from the Company, and that in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby it has relied solely on the representations and warranties of the Company set forth in ARTICLE II and the certificate delivered pursuant to Section 7.1(f)(i) and its own investigation, analysis and evaluation of the Company and its financial condition, business, operations, results of operations, properties, assets, liabilities, prospects, or other matter relating to the Company. Each of Parent and Merger Sub acknowledges and agrees (for itself and on behalf of its affiliates and the representatives of any of the foregoing) that, except for the representations and warranties of the Company expressly acknowledges that set forth in ARTICLE II and the certificate delivered pursuant to Section 7.1(f)(i), (x) neither the Administrative Agent Company nor any other Person makes, or has made, and the Company hereby disclaims, any statement or omission, representation or warranty, express or implied, at law or in equity, relating to the Company or its financial condition, business, operations, results of operations, properties, assets, liabilities, prospects, or other matter relating to the Company or otherwise in connection with this Agreement or the transactions contemplated hereby, and (y) no Person has been authorized by the Company to make any representation or warranty, express or implied, at law or in equity, relating to the Company or its financial condition, business, operations, results of operations, properties, assets, liabilities, prospects, or other matter relating to the Company or otherwise in connection with this Agreement or the transactions contemplated hereby, and if made, such representation or warranty has not been relied upon by Parent or Merger Sub or any of their affiliates or representatives, as having been authorized by the Company (or any other Person). In connection with the due diligence investigation of the Company by Parent and Merger Sub and their respective affiliates and representatives, Parent and Merger Sub and their respective affiliates and representatives have received and may continue to receive after the date hereof from the Company and its representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its businesses and operations. Parent and Merger Sub acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that Parent and Merger Sub will have no claim against the Company or any of its Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties or their respective Subsidiaries, 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 Agentrepresentatives, or any other LenderPerson with respect thereto, and based on unless any such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, is expressly included in a representation or warranty contained in ARTICLE II of this Agreement or the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries and made its own decision certificate delivered pursuant to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that may come into the possession of the Administrative Agent or any of its Related PartiesSection 7.1(f)(i).

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent any Agent, nor any of its Related Parties has officers, directors, employees, agents, attorneys-in-fact or Affiliates, have made any representations or warranties to it and that no act by the Administrative any Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Company or their respective any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative such Agent to any LenderLender or any other Agent. Each Lender represents to the Administrative Agent Agents that it has, independently and without reliance upon the Administrative Agent, any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Company and their its Subsidiaries and made its own decision to make its Loans hereunder and participate in Letters of Credit hereunder, and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Company and their its Subsidiaries. The Administrative No Agent shall not have any duty or responsibility to provide any Lender or any other Agent with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Company or any of its Subsidiaries that which may come into the possession of the Administrative such Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties Borrowers or any of their respective Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrowers and their Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrowers and their Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and Borrowers or any of their Subsidiaries that may come into the possession of the Administrative Agent or any of its Related PartiesParties other than as specifically required by this Agreement.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties Borrower or their respective any of its Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its Subsidiaries. The Administrative Agent shall not have any duty or responsibility to provide any Lender Lender, and shall not be liable for the failure to provide any Lender, with any credit or other information, including without limitation information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Borrower or any of its Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Parties.Parties other than as specifically required by this Agreement..

Non-Reliance. Each The Issuer and each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties respective 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 hereinafter takenhereinafter, including, without limitation, including any review of the affairs of the Credit Parties Borrower or their respective its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to the Issuer or any Lender. Each The Issuer and each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, the Issuer or any other Lender, and based on such documents and information as it has deemed appropriate, reviewed the Loan Documents and made its own appraisal of, evaluation of and investigation into, into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Credit Parties Borrower and their its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each The Issuer and each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Issuer or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreementthe Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Credit Parties Borrower and their its Subsidiaries. The Administrative Except for notices, reports and other documents expressly required to be furnished to the Issuer and the Lenders by the Agent hereunder, the Issuer or the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, propertyProperty, financial and other conditions, prospects condition or creditworthiness of the Credit Parties and their Borrower or any of its Subsidiaries that which may come into the possession of the Administrative Agent or any of its Related Partiesrespective officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Borrower or any of the other Credit Parties or their respective SubsidiariesParties, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and the other Credit Parties and their Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and the other Credit Parties and their SubsidiariesParties. 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, financial and other conditions, prospects or creditworthiness of the Borrower or any other Credit Parties and their Subsidiaries that Party which may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties respective 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 hereinafter takenhereinafter, including, without limitation, including any review of the affairs of the Credit Parties Borrower or their respective the Subsidiaries, 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, Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, evaluation of and investigation into, into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Credit Parties Borrower and their the Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreementthe Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Credit Parties Borrower and their the Subsidiaries. The Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, propertyProperty, financial and other conditions, prospects condition or creditworthiness credit worthiness of the Credit Parties Borrower and their the Subsidiaries that which may come into the possession of the Administrative Agent or any of its Related Partiesrespective officers, directors, employees, agents, attorneys-in-fact or affiliates.

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

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent, the Foreign Collateral Agent nor any of its their Related Parties has made any representations or warranties to it and that no act by the Administrative Agent or the Foreign Collateral Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties or their respective Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Foreign Collateral Agent to any Lender. Each Lender represents to the Administrative Agent or the Foreign Collateral Agent that it has, independently and without reliance upon the Administrative Agent, the Foreign Collateral Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Foreign Collateral Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries. The Neither the Administrative Agent nor the Foreign Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that may come into the possession of the Administrative Agent, the Foreign Collateral Agent or any of its their Related Parties.

Non-Reliance. Each Subrogated Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has not made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties or their respective SubsidiariesCompany thereof, shall will be deemed to constitute any representation or warranty by the Administrative Agent to any Subordinated Lender. Each Subordinated Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, or any other Subordinated Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries Company and made its own decision to make its Loans loans hereunder and enter into accept this AgreementSubordinated Note. Each Subordinated Lender also represents that it will, independently and without reliance upon the Administrative Agent, or any other Subordinated Lender, and based on such documents and information as it shall deem deems appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementSubordinated Note, 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 Credit Parties and their SubsidiariesCompany. The Administrative Agent shall will not have any duty or responsibility to provide any Subordinated Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries Company that may come into the possession of the Administrative Agent or any of its Related PartiesAgent.

Non-Reliance. Each Lender Credit Support Provider expressly acknowledges that neither the Administrative Agent Agent, Issuing Bank nor any of its Related Parties their respective 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 or Issuing Bank hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties or their respective SubsidiariesCompany, shall be deemed to constitute any representation or warranty by the Administrative Agent or Issuing Bank to any LenderCredit Support Provider. Each Lender Credit Support Provider represents to the Administrative Agent and Issuing Bank that it has, independently and without reliance upon the Administrative Agent, Agent or any other LenderCredit Support Provider, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Credit Parties and their Subsidiaries Company and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender Credit Support Provider also represents that it will, independently and without reliance upon the Administrative Agent, Issuing Bank or any other LenderCredit Support Provider, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Company. Except for notices, reports and other documents expressly required to be furnished to the Credit Parties and their Subsidiaries. The Administrative Support Providers by the Agent or Issuing Bank hereunder, neither the Agent or Issuing Bank shall not have any duty or responsibility to provide any Lender Credit Support Provider with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects condition or creditworthiness of the Credit Parties and their Subsidiaries that Company which may come into the possession of the Administrative Agent Agent, Issuing Bank or any of its Related Partiestheir respective officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, including any review of the affairs of the Credit Parties Borrower or their any of its respective Subsidiaries, 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, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its respective Subsidiaries and made its own decision to make its Loans 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 credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties Borrower and their its respective Subsidiaries. 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, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Borrower or any of its respective Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Partiesofficers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties or their respective Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender Bank Party represents to the Administrative Agent that it has, independently and without reliance upon the on Administrative Agent, any Co-Arranger or any other LenderBank Party, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties financial condition and their affairs of Borrower and the Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents Agreement and agrees that it will, independently and without reliance upon the Administrative Agent, any Co-Arranger or any other LenderBank Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and . Neither Administrative Agent nor any Co-Arranger nor any Bank Party shall be required to make such investigation as it deems necessary to inform itself keep any other Agent or Bank Party informed as to the businessperformance or observance by Borrower or its Subsidiaries of the obligations under this Agreement or any other document referred to or provided for herein or to make inquiry of, assetsor to inspect the properties or books of Borrower. Except for notices, operations, property, financial reports and other conditions, prospects documents and creditworthiness of information expressly required to be furnished to the Credit Bank Parties and their Subsidiaries. The by Administrative Agent hereunder, neither Administrative Agent nor any Co-Arranger nor any Bank Party shall not have any duty or responsibility to provide any Lender Agent or Bank Party with any credit or other information concerning the businessBorrower or its Subsidiaries, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that which may come into the possession of the Administrative any Agent or Bank Party or any of its Related Partiesor their Affiliates.