Common use of Non-Reliance Clause in Contracts

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII Entity; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) above.

Non-Reliance. (a) Each Lender acknowledges and agrees that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrowers and their respective Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender further acknowledges the extensions of credit made hereunder are commercial loans and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance on the Administrative upon any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, managementoperations, property, financial and other condition and affairs creditworthiness of any Borrower or any other Person party to a Loan Document, and all applicable laws relating to the CBII Entities transactions contemplated hereby, and made its own credit analysis and decision to enter into this Agreement as a Lender, and agrees that it willto make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning any Borrower and its Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own appraisals credit analysis and decisions in taking or not taking action under or based upon this Agreement. Neither the Administrative Agent nor , any of its Affiliates nor other Loan Document, any of their respective directorsrelated agreement or any document furnished hereunder or thereunder , officers, employees, agents or advisors, in whatever capacity, shall (a) be required and to keep any Lender informed make such investigations as it deems necessary to inform itself as to the performance or observance by business, prospects, operations, property, financial and other condition and creditworthiness of any Loan Party of the obligations under this Agreement Borrower or any other document referred Person party to or provided for herein a Loan Document and in deciding whether or to make inquiry ofthe extent to which it will continue as a Lender or assign or otherwise transfer its rights, or interests and obligations hereunder. Except for notices, reports, and other documents expressly herein required to inspect be furnished to the properties or books of any CBII Entity; (b) Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any CBII Entities which Borrower or any other Person party to a Loan Document that may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity in this Agreement or in any of the Agent-Related Persons. Each Lender acknowledges that Agent does not have any duty or responsibility, either initially or on a continuing to provide such Lender with any credit or other Credit Documentsinformation with respect to any Borrower, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement its Affiliates or any Credit Documentof their respective business, (iii) legal, financial or other affairs, and irrespective of whether such information came into Agent’s or its Affiliates’ or representatives’ possession before or after the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended date on which such Lender became a party to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveAgreement.

Non-Reliance. Each Lender Participant represents that it has, independently and without reliance on the Administrative Lessor, Agent, or any other LenderParticipant, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of Lessee and the CBII Entities Subsidiaries and its own decision to enter into this Agreement and agrees that it will, independently and without reliance upon the Administrative Lessor, Agent or any other LenderParticipant, and based on such documents and information as it shall deem appropriate at the time, continue to make its own appraisals and decisions in taking or not taking action under this AgreementAgreement or any other Operative Document. Neither the Administrative Lessor nor Agent nor any of its Affiliates their respective affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender Participant informed as to the performance or observance by Lessee or any Loan Party of its Subsidiaries of the 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 Lessee or any CBII Entityof its Subsidiaries; (b) have any duty or responsibility to provide any Lender Participant with any credit or other information concerning Lessee or any CBII Entities of its Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to Lessor or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders Participants by the Administrative Lessor or Agent hereunder; or (c) be responsible to any Lender Participant for (i) any recital, statement, representation or warranty made by any CBII Entity Lessee or any officer, employee or agent of any CBII Entity Lessee in this Agreement or in any of the other Credit Operative Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Operative Document, (iii) the value or sufficiency of the Collateral Property or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Operative Documents, or (iv) any failure by any Loan Party Lessee to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveOperative Document.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Loan Parties and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII EntityLoan Party; (b) have any duty or responsibility to disclose to or otherwise provide any Lender Lender, and shall not be liable for the failure to disclose or otherwise provide any Lender, with any credit or other information concerning any CBII Entities Loan Party which may come into the possession of the Administrative Agent (whether or that is communicated to or obtained by the bank serving as Administrative Agent)Agent or any of its Affiliates in any capacity, except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or any other Loan Document; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Loan Party or any officer, employee or agent of any CBII Entity Loan Party in this Agreement or in any of the other Credit Loan Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Loan Document, (iii) the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Loan Documents, or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveLoan Document.

Non-Reliance. Each Lender represents acknowledges that it has, independently and without reliance on 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 the business, prospects, management, financial condition and affairs of the CBII Entities Loan Parties and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates nor any of their respective Affiliates, directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII EntityLoan Party; (b) have any duty or responsibility to disclose to or otherwise provide any Lender Lender, and shall not be liable for the failure to disclose or otherwise provide any Lender, with any credit or other information concerning any CBII Entities Loan Party which may come into the possession of the Administrative Agent (whether or that is communicated to or obtained by the bank serving as Administrative Agent)Agent or any of its Affiliates in any capacity, except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or the other Credit Documents; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Loan Party or any officer, employee or agent of any CBII Entity Loan Party 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Loan Parties and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII EntityLoan Party; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities Loan Party which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Loan Party or any officer, employee or agent of any CBII Entity Loan Party 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender represents Subscriber acknowledges that it has, independently and without reliance on the Administrative Agent, or any other Lenderis not relying upon, and based on such documents and information as it has deemed appropriatenot relied upon, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII Entity; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity person, firm or corporation, (including, without limitation, enGene, any Placement Agent, any of their respective affiliates or any officerof their respective control persons, employee officers, directors or agent employees), other than the representations and warranties of any CBII Entity FEAC and Newco expressly set forth in this Agreement Subscription Agreement, in making its investment or decision to invest in FEAC. Subscriber acknowledges and agrees that none of (i) an Other Subscriber pursuant to 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Other Subscription Agreement or any other Credit Document agreement related to the PIPE Financing (including the controlling persons, officers, directors, partners, agents or employees of any such Other Subscriber) or (dii) enGene, the Placement Agents, their respective affiliates or any of their respective control persons, officers, directors, partners, agents or employees, shall be liable to Subscriber pursuant to this Subscription Agreement or any other agreement related to the PIPE Financing for any circumstanceaction heretofore or hereafter taken or omitted to be taken by any of them in connection with the PIPE Financing or with respect to any claim (whether in tort, actioncontract, under federal or state securities laws or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, except as expressly provided herein, or failure for any actual or alleged inaccuracies, misstatements or omissions with respect to act any information or materials of any kind furnished by FEAC, the Newco, the Placement Agents or any Non-Party Affiliate (as defined below) concerning FEAC, Newco, the Placement Agents, any of their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of FEAC, Newco, the Placement Agents or any of FEAC’s, Newco’s or the Placement Agents’ controlled affiliates or any family member of the foregoing. The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscriber under this Subscription Agreement or any Other Subscriber or other investor under the Other Subscription Agreements. The decision of Subscriber to purchase Subscribed Shares pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of FEAC or Newco or any of their respective affiliates or subsidiaries which may have been made or given by any Other Subscriber or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have any liability to any Other Subscriber or investor (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber or Other Subscriber or other investor pursuant hereto or thereto, shall be deemed to constitute Subscriber and any Other Subscribers or other investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and any Other Subscribers or other investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring its investment in the nature described Subscribed Shares or enforcing its rights under this Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor to be joined as an additional party in clauses (a) through (c) aboveany proceeding for such purpose.

Non-Reliance. Each Lender and each Ancillary Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender or Ancillary Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Borrowers and its own decision to enter into this Agreement and agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Ancillary Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender or Ancillary Lender informed as to the performance or observance by any Loan Party Borrower of the 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 any CBII EntityBorrower; (b) have any duty or responsibility to disclose to or otherwise provide any Lender or Ancillary Lender, and shall not be liable for the failure to disclose or otherwise provide any Lender or Ancillary Lender, with any credit or other information concerning any CBII Entities Borrower which may come into the possession of the Administrative Agent (whether or that is communicated to or obtained by the bank serving as Administrative Agent)Agent or any of its Affiliates in any capacity, except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or any other Loan Document; or (c) be responsible to any Lender or Ancillary Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower or any officer, employee or agent of any CBII Entity Borrower in this Agreement or in any of the other Credit Loan Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Loan Document, (iii) the value or sufficiency of the Collateral any collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Loan Documents, or (iv) any failure by any Loan Party Borrower to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveLoan Document.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Borrowers and their Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by either Borrower or any Loan Party of its Subsidiaries of the 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 either Borrower or any CBII Entityof its Subsidiaries; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning either Borrower or any CBII Entities of its Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity either Borrower or any officer, employee or agent of any CBII Entity either 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 sufficiency of the Collateral any collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party either Borrower to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Borrowers and their respective Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party Borrower of the 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 any CBII EntityBorrower; (b) have any duty or responsibility to disclose to or otherwise provide any Lender Lender, and shall not be liable for the failure to disclose or otherwise provide any Lender, with any credit or other information concerning any CBII Entities Borrower which may come into the possession of the Administrative Agent (whether or that is communicated to or obtained by the bank serving as Administrative Agent)Agent or any of its Affiliates in any capacity, except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower or any officer, employee or agent of any CBII Entity Borrower in this Agreement or in any of the other Credit Loan Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Loan Document, (iii) the value or sufficiency of the Collateral collateral, if any, or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Loan Documents, or (iv) any failure by any Loan Party Borrower to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveLoan Document.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Loan Parties and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates their respective affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII EntityLoan Party; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities Loan Party which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Loan Party or any officer, employee or agent of any CBII Entity Loan Party 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities FIL, Borrower and FIL’s other Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by FIL, Borrower or any Loan Party other Guarantor of the 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 FIL, Borrower or any CBII Entity; of FIL’s other Subsidiaries, (b) have any duty or responsibility to provide any Lender with any credit or other information concerning FIL, Borrower or any CBII Entities of FIL’s other Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; hereunder or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by FIL, Borrower, any CBII Entity of FIL’s other Subsidiaries or any officer, employee or agent of FIL, Borrower, or any CBII Entity of FIL’s other Subsidiaries 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, or (iii) the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by FIL, Borrower or any Loan Party other Guarantor to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates, has made any representations or warranties to it, and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower, the Transferor, the Servicer, the Originator, the Account Bank and the Collateral Custodian shall be deemed to constitute any representation or warranty by the Administrative Agent to the Lenders. Each Lender represents to the Administrative Agent that it has, independently and without reliance on 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, the business, prospectsoperations, managementproperty, financial and other condition and affairs creditworthiness of the CBII Entities Borrower, the Servicer, the Transferor, the Originator, the Account Bank and the Collateral Custodian and the Receivables and made its own decision to purchase its interest in its Note hereunder and enter into this Agreement and agrees Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other LenderAgent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis, appraisals and decisions in taking or not taking action under this Agreementany of the Transaction Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, the Transferor, the Originator, the Account Bank and the Collateral Custodian and the Receivables. Neither Except for notices, reports and other documents received by the Administrative Agent nor any of its Affiliates nor any of their respective directorshereunder, officers, employees, agents or advisors, in whatever capacity, the Administrative Agent shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII Entity; (b) have any no duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower, the Servicer, the Transferor, the Originator, the Account Bank and the Collateral Custodian or the Receivables which may come into its the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officerof its officers, employee directors, employees, agents, attorneys-in-fact or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveAffiliates.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Borrowers and their respective Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party Borrower of the 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 any CBII EntityBorrower; (b) have any duty or responsibility to disclose to or otherwise provide any Lender Lender, and shall not be liable for the failure to disclose or otherwise provide any Lender, with any credit or other information concerning any CBII Entities Borrower which may come into the possession of the Administrative Agent (whether or that is communicated to or obtained by the bank serving as Administrative Agent)Agent or any of its Affiliates in any capacity, except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower or any officer, employee or agent of any CBII Entity Borrower in this Agreement or in any of the other Credit Loan Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Loan Document, (iii) the value or sufficiency of the Collateral collateral, if any, or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Loan Documents, or (iv) any failure by any Loan Party Borrower to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveLoan Document.

Non-Reliance. Each Lender represents that it has, independently and without reliance on 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 the business, prospects, management, financial condition and affairs of the CBII Entities Credit Parties and their Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Credit Party or any of its Subsidiaries of the 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 any CBII EntityCredit Party or any of its Subsidiaries; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities Credit Party or any of its Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Credit Party or any officer, employee or agent of any CBII Entity such Person 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 sufficiency of the Collateral any collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Credit Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender represents that it has, independently and without reliance on 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 the business, prospects, management, financial condition and affairs of Borrower and the CBII Entities Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by Borrower or any Loan Party of its Subsidiaries of the 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 CBII Entityof its Subsidiaries; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning Borrower or any CBII Entities of its Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower or any officer, employee or agent of any CBII Entity 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 sufficiency of the Collateral any collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party Borrower to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. (a) Each Lender acknowledges and agrees that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrowers and their respective Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender further acknowledges the extensions of credit made hereunder are commercial loans and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance on the Administrative upon any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, managementoperations, property, financial and other condition and affairs creditworthiness of any Borrower or any other Person party to a Loan Document, and all applicable laws relating to the CBII Entities transactions contemplated hereby, and made its own credit analysis and decision to enter into this Agreement as a Lender, and agrees that it willto make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such documents and information (which may contain material, non- public information within the meaning of the United States securities laws concerning any Borrower and its Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own appraisals credit analysis and decisions in taking or not taking action under or based upon this Agreement. Neither the Administrative Agent nor , any of its Affiliates nor other Loan Document, any of their respective directorsrelated agreement or any document furnished hereunder or thereunder , officers, employees, agents or advisors, in whatever capacity, shall (a) be required and to keep any Lender informed make such investigations as it deems necessary to inform itself as to the performance or observance by business, prospects, operations, property, financial and other condition and creditworthiness of any Loan Party of the obligations under this Agreement Borrower or any other document referred Person party to or provided for herein a Loan Document and in deciding whether or to make inquiry ofthe extent to which it will continue as a Lender or assign or otherwise transfer its rights, or interests and obligations hereunder. Except for notices, reports, and other documents expressly herein required to inspect be furnished to the properties or books of any CBII Entity; (b) Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any CBII Entities which Borrower or any other Person party to a Loan Document that may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity in this Agreement or in any of the Agent-Related Persons. Each Lender acknowledges that Agent does not have any duty or responsibility, either initially or on a continuing to provide such Lender with any credit or other Credit Documentsinformation with respect to any Borrower, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement its Affiliates or any Credit Documentof their respective business, (iii) legal, financial or other affairs, and irrespective of whether such information came into Agent's or its Affiliates’ or representatives’ possession before or after the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended date on which such Lender became a party to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveAgreement.

Non-Reliance. Each Lender Purchaser expressly acknowledges that none of the Collateral Agent, the Administrative Agents, the Purchaser Agents nor any of their respective officers, directors, members, partners, certificateholders, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Collateral Agent, any Administrative Agent, or any Purchaser Agent hereafter taken, including any review of the affairs of any Seller, the Servicer or any Originator, shall be deemed to constitute any representation or warranty by the Collateral Agent, any Administrative Agent or any Purchaser Agent. Each Purchaser represents that it hasand warrants to the Collateral Agent, each Administrative Agent and each Purchaser Agent that, independently and without reliance on upon the Collateral Agent, any Administrative Agent, any Purchaser Agent or any other Lender, Purchaser and based on such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of and investigation into the business, operations, property, prospects, management, financial condition and affairs other conditions and creditworthiness of the CBII Entities Sellers, the Servicer, the Originators, and the Receivables and its own decision to enter into this Agreement and agrees to take, or omit, action under any Transaction Document. Without limiting the foregoing, the Purchasers and the Purchasers Agents acknowledge and agree that it will, independently and without reliance upon (i) the Administrative Agents have made certain of their own analytics, credit evaluations, models and/or projections regarding the performance and expected performance of the Receivable Pools available to certain Purchasers and/or Purchaser Agents, (ii) such information was made available to it solely as an accommodation by the applicable Administrative Agent or any other Lenderand that such party has made its own independent credit analysis and investigation regarding the performance and expected performance of the applicable Receivable Pool, and based on (iii) no Administrative Agent shall have any responsibility or liability for the accuracy or completeness of any such documents and information as it shall deem appropriate at information. Except for items specifically required to be delivered hereunder, neither the time, continue to make its own appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Collateral Agent nor any of its Affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, Administrative Agent shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII Entity; (b) have any duty or responsibility to provide any Lender Purchaser Agent or Purchaser with any credit or other information concerning any CBII Entities which may come into the possession of Sellers, the Administrative Agent (whether communicated to Servicer or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Originators or any officer, employee of their Affiliates that comes into its possession or agent of any CBII Entity in this Agreement or in any of the other Credit Documentsits officers, (ii) the valuedirectors, validitymembers, effectivenesspartners, genuinenesscertificateholders, enforceability employees, agents, attorneys-in-fact or sufficiency of this Agreement or any Credit Document, (iii) the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveAffiliates.

Non-Reliance. Each Lender represents expressly acknowledges that none of the Collateral Agent, the Administrative Agent, the Group Agents nor any of their respective officers, directors, members, partners, certificateholders, employees, agents, attorneys-in-fact, or Affiliates has made any representations or warranties to it hasand that no act by the Collateral Agent, independently and without reliance on the Administrative Agent, or any Group Agent hereafter taken, including any review of the affairs of any ADT Entity, shall be deemed to constitute any representation or warranty by the Collateral Agent, the Administrative Agent, or any Group Agent. Each Lender represents and warrants to the Collateral Agent, the Administrative Agent, and each Group Agent that, independently and without reliance upon the Collateral Agent, the Administrative Agent, any Group Agent, or any other Lender, Lender and based on such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of and investigation into the business, operations, property, prospects, managementfinancial, financial condition and affairs other conditions and creditworthiness of any ADT Entity and the CBII Entities Receivables and its own decision to enter into this Agreement and agrees to take, or omit, action under any Transaction Document. Without limiting the foregoing, the Lenders and the Group Agents acknowledge and agree that it will, independently and without reliance upon (i) 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 has made certain of its own appraisals analytics, credit evaluations, models and/or projections regarding the performance and decisions in taking or not taking action under this Agreement. Neither expected performance of the Receivable Pool available to certain Lenders and/or Group Agents, (ii) such information was made available to it solely as an accommodation by the Administrative Agent nor and that it has made its own independent credit analysis and investigation regarding the performance and expected performance of the Receivable Pool, and (iii) the Administrative Agent shall have no responsibility or liability for the accuracy or completeness of any of its Affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, shall (a) be such information. Except for items specifically required to keep any Lender informed as to be delivered hereunder, neither the performance or observance by any Loan Party of Collateral Agent nor the 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 any CBII Entity; (b) Administrative Agent shall have any duty or responsibility to provide any Group Agent or Lender with any credit or other information concerning any CBII Entities which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent)ADT Entity, except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee of their Affiliates that comes into its possession or agent of any CBII Entity in this Agreement or in any of the other Credit Documentsits officers, (ii) the valuedirectors, validitymembers, effectivenesspartners, genuinenesscertificateholders, enforceability or sufficiency of this Agreement or any Credit Documentemployees, (iii) the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstanceagents, actionattorneys-in-fact, or failure to act in the nature described in clauses (a) through (c) aboveAffiliates.

Non-Reliance. (a) Each Lender acknowledges and agrees that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrowers and their respective Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender further acknowledges the extensions of credit made hereunder are commercial loans and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance on the Administrative upon any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into the business, prospects, managementoperations, property, financial and other condition and affairs creditworthiness of any Borrower or any other Person party to a Loan Document, and all applicable laws relating to the CBII Entities transactions contemplated hereby, and made its own credit analysis and decision to enter into this Agreement as a Lender, and agrees that it willto make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning any Borrower and its Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own appraisals credit analysis and decisions in taking or not taking action under or based upon this Agreement. Neither the Administrative Agent nor , any of its Affiliates nor other Loan Document, any of their respective directorsrelated agreement or any document furnished hereunder or thereunder, officers, employees, agents or advisors, in whatever capacity, shall (a) be required and to keep any Lender informed make such investigations as it deems necessary to inform itself as to the performance or observance by business, prospects, operations, property, financial and other condition and creditworthiness of any Loan Party of the obligations under this Agreement Borrower or any other document referred Person party to or provided for herein a Loan Document and in deciding whether or to make inquiry ofthe extent to which it will continue as a Lender or assign or otherwise transfer its rights, or interests and obligations hereunder. Except for notices, reports, and other documents expressly herein required to inspect be furnished to the properties or books of any CBII Entity; (b) Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any CBII Entities which Borrower or any other Person party to a Loan Document that may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity in this Agreement or in any of the Agent-Related Persons. Each Lender acknowledges that Agent does not have any duty or responsibility, either initially or on a continuing to provide such Lender with any credit or other Credit Documentsinformation with respect to any Borrower, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement its Affiliates or any Credit Documentof their respective business, (iii) legal, financial or other affairs, and irrespective of whether such information came into Agent’s or its Affiliates’ or representatives’ possession before or after the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended date on which such Lxxxxx became a party to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveAgreement.

Non-Reliance. Each Lender Bank represents that it has, independently and without reliance on the Administrative Agent, or any other LenderBank, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of Borrower and the CBII Entities Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Each Bank acknowledges that Agent has not made any representation or warranty to it with respect to the financial condition or affairs of Borrower, any Subsidiary or any collateral, and no act by Agent hereafter, including any review of any such matters, shall be deemed to be any such representation or warranty by Agent to any Bank. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, Bank shall (a) be required to keep any Lender informed as to the performance or observance by Borrower or any Loan Party Subsidiary of the 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 CBII Entity; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except Subsidiary. Except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders Banks by the Administrative Agent hereunder; (c) be , neither Agent nor any Bank shall have any duty or responsibility to provide any Bank with any credit or other information concerning Borrower or any Subsidiary, which may come into the possession of Agent, or such Bank or any of its or their Affiliates. Neither Agent nor any Bank is responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower or any officer, employee or agent of any CBII Entity 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 other Credit Document, (iii) the value or sufficiency of the Collateral any collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any the failure by any Loan Party Borrower to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. (a) Each Lender acknowledges and agrees that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrowers and their respective Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender further acknowledges the extensions of credit made hereunder are commercial loans and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance on the Administrative upon any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, managementoperations, property, financial and other condition and affairs creditworthiness of any Borrower or any other Person party to a Loan Document, and all applicable laws relating to the CBII Entities transactions contemplated hereby, and made its own credit analysis and decision to enter into this Agreement as a Lender, and agrees that it willto make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning any Borrower and its Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own appraisals credit analysis and decisions in taking or not taking action under or based upon this Agreement. Neither the Administrative Agent nor , any of its Affiliates nor other Loan Document, any of their respective directorsrelated agreement or any document furnished hereunder or thereunder, officers, employees, agents or advisors, in whatever capacity, shall (a) be required and to keep any Lender informed make such investigations as it deems necessary to inform itself as to the performance or observance by business, prospects, operations, property, financial and other condition and creditworthiness of any Loan Party of the obligations under this Agreement Borrower or any other document referred Person party to or provided for herein a Loan Document and in deciding whether or to make inquiry ofthe extent to which it will continue as a Lender or assign or otherwise transfer its rights, or interests and obligations hereunder. Except for notices, reports, and other documents expressly herein required to inspect be furnished to the properties or books of any CBII Entity; (b) Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any CBII Entities which Borrower or any other Person party to a Loan Document that may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity in this Agreement or in any of the Agent-Related Persons. Each Lender acknowledges that Agent does not have any duty or responsibility, either initially or on a continuing to provide such Lender with any credit or other Credit Documentsinformation with respect to any Borrower, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement its Affiliates or any Credit Documentof their respective business, (iii) legal, financial or other affairs, and irrespective of whether such information came into Agent’s or its Affiliates’ or representatives’ possession before or after the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended date on which such Lender became a party to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveAgreement.

Non-Reliance. on the Administrative Agent by the Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to such Lender. No Agent-Related Person shall have any obligation, responsibility or liability to any of the Lenders regarding the creditworthiness or financial condition of the Borrower or any other Credit Party or for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of this Agreement or any other Loan Document. No act by the Administrative Agent hereinafter taken, including any review of the Borrower or any other Credit Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents that it hasto the Administrative Agent that, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it has deemed appropriate, it has made its own appraisal of and investigation into the Administrative business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Credit Parties and has made its own decision to enter into this Agreement and to make its Loans and otherwise participate in the transactions hereunder. Each Lender also represents that, independently and without reliance upon any Agent, -Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities and its own decision to enter into this Agreement and agrees 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 deems appropriate at the time, it shall continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, the Notes and the other Loan Documents and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and the or any other Credit Parties. Neither the The Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, shall (a) not be required to keep make any Lender informed as to inquiry concerning the performance or observance by of any Loan Party of the obligations under terms, provisions or conditions of this Agreement or any other document referred to or provided for herein or to make inquiry ofLoan Document, or to inspect the properties financial condition of the Borrower or books any other Credit Party or the existence or possible existence of any CBII Entity; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except Default. Except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible , the Administrative Agent shall have no obligation or liability to provide any Lender for (i) with any recitalcredit or other information concerning the business, statementoperations, representation property, financial and other condition or warranty made by any CBII Entity or any officer, employee or agent creditworthiness of any CBII Entity in this Agreement or in any of the Borrower and the other Credit Documents, (ii) Parties that may come into the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Document, (iii) the value or sufficiency of the Collateral or the validity or perfection possession of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveAgent-Related Person.

Non-Reliance. (a) Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance on upon the Administrative Agent, Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition credit analysis and affairs of the CBII Entities and its own decision to enter into this Agreement as a Lender, and agrees that it willto make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent or any other Lender, Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrowers and their Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own appraisals and decisions in taking or not taking action under or based upon this Agreement. Neither the Administrative Agent nor , any of its Affiliates nor other Loan Document, any of their respective directors, officers, employees, agents related agreement or advisors, any document furnished hereunder or thereunder and in whatever capacity, shall (a) be required to keep any Lender informed as deciding whether or to the performance extent to which it will continue as a Lender or observance by any Loan Party of the assign or otherwise transfer its rights, interests and 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 any CBII Entity; hereunder. (b) have any duty Each Lender hereby agrees that (i) it has requested a copy of each Report prepared by or responsibility to provide any Lender with any credit or other information concerning any CBII Entities which may come into on behalf of the possession of Administrative Agent; (ii) the Administrative Agent (whether communicated A) makes no representation or warranty, express or implied, as to the completeness or obtained by accuracy of any Report or any of the Administrative Agent)information contained therein or any inaccuracy or omission contained in or relating to a Report and (B) shall not be liable for any information contained in any Report; (iii) the Reports are not comprehensive audits or examinations, except for noticesand that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, reports as well as on representations of the Loan Parties’ personnel and other documents and information delivered to that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (iv) it will keep all Reports confidential and strictly for its internal use and it will not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to Section 5.01(athis Agreement; and (v) without limiting the generality of any other indemnification provision contained in this Agreement, (A) it will hold the Administrative Agent and any such other Person preparing a Report harmless from any action the indemnifying Lender may take or expressly required to be furnished conclusion the indemnifying Lender may reach or draw from any Report in connection with any extension of credit that the indemnifying Lender has made or may make to the Lenders Borrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (B) it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorneys’ fees) incurred by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee such other Person as the direct or agent indirect result of any CBII Entity in this Agreement third parties who might obtain all 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 sufficiency of the Collateral or the validity or perfection part of any of Report through the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) above.indemnifying Lender. SECTION 8.08

Non-Reliance. (a) Each Lender acknowledges and agrees that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrowers and their respective Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender further acknowledges the extensions of credit made hereunder are commercial loans and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance on the Administrative upon any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, managementoperations, property, financial and other condition and affairs creditworthiness of any Borrower or any other Person party to a Loan Document, and all applicable laws relating to the CBII Entities transactions contemplated hereby, and made its own credit analysis and decision to enter into this Agreement as a Lender, and agrees that it willto make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning any Borrower and its Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own appraisals credit analysis and decisions in taking or not taking action under or based upon this Agreement. Neither the Administrative Agent nor , any of its Affiliates nor other Loan Document, any of their respective directorsrelated agreement or any document furnished hereunder or thereunder , officers, employees, agents or advisors, in whatever capacity, shall (a) be required and to keep any Lender informed make such investigations as it deems necessary to inform itself as to the performance or observance by business, prospects, operations, property, financial and other condition and creditworthiness of any Loan Party of the obligations under this Agreement Borrower or any other document referred Person party to or provided for herein a Loan Document and in deciding whether or to make inquiry ofthe extent to which it will continue as a Lender or assign or otherwise transfer its rights, or interests and obligations hereunder. Except for notices, reports, and other documents expressly herein required to inspect be furnished to the properties or books of any CBII Entity; (b) Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any CBII Entities which Borrower or any other Person party to a Loan Document that may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity in this Agreement or in any of the Agent-Related Persons. Each Lender acknowledges that Agent does not have any duty or responsibility, either initially or on a continuing to provide such Lender with any credit or other Credit Documentsinformation with respect to any Borrower, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement its Affiliates or any Credit Documentof their respective business, (iii) legal, financial or other affairs, and irrespective of whether such information came into Agent’s or its Affiliates’ or representatives’ possession before or after the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended date on which such Lxxxxx became a party to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveAgreement.

Non-Reliance. (a) Each Lender acknowledges and agrees that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrowers and their respective Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender further acknowledges the extensions of credit made hereunder are commercial loans and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance on the Administrative upon any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, managementoperations, property, financial and other condition and affairs creditworthiness of any Borrower or any other Person party to a Loan Document, and all applicable laws relating to the CBII Entities transactions contemplated hereby, and made its own credit analysis and decision to enter into this Agreement as a Lender, and agrees that it willto make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning any Borrower and its Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own appraisals credit analysis and decisions in taking or not taking action under or based upon this Agreement. Neither the Administrative Agent nor , any of its Affiliates nor other Loan Document, any of their respective directorsrelated agreement or any document furnished hereunder or thereunder, officers, employees, agents or advisors, in whatever capacity, shall (a) be required and to keep any Lender informed make such investigations as it deems necessary to inform itself as to the performance or observance by business, prospects, operations, property, financial and other condition and creditworthiness of any Loan Party of the obligations under this Agreement Borrower or any other document referred Person party to or provided for herein a Loan Document and in deciding whether or to make inquiry ofthe extent to which it will continue as a Lender or assign or otherwise transfer its rights, or interests and obligations hereunder. Except for notices, reports, and other documents expressly herein required to inspect be furnished to the properties or books of any CBII Entity; (b) Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any CBII Entities which Borrower or any other Person party to a Loan Document that may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity in this Agreement or in any of the Agent-Related Persons. Each Lender acknowledges that Agent does not have any duty or responsibility, either initially or on a continuing to provide such Lender with any credit or other Credit Documentsinformation with respect to any Borrower, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement its Affiliates or any Credit Documentof their respective business, (iii) legal, financial or other affairs, and irrespective of whether such information came into Agent’s or its Affiliates’ or representatives’ possession before or after the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended date on which such Lxxxxx became a party to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveAgreement.

Non-Reliance. Each Lender represents that it has(a) Parent and Merger Sub hereby acknowledge and agree (each for itself and on behalf of its respective Affiliates and Representatives) that, independently except for the representations and without reliance on warranties of the Administrative Agent, or any other LenderCompany expressly set forth in Article III and Section 5.8(b) of this Agreement, and based on such documents the representations and information as it has deemed appropriate, made its own appraisal warranties of the business, prospects, management, financial condition and affairs Company stockholders set forth in Section 5 of the CBII Entities and its own decision to enter into this Agreement and agrees that it willVoting Agreement, independently and without reliance upon (i) neither the Administrative Agent or any other LenderCompany, and based on such documents and information as it shall deem appropriate at the time, continue to make its own appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates Subsidiaries nor any of their respective directorsAffiliates or Representatives (or any other Person acting or purporting to act on behalf of any of the foregoing) makes, officersor has made, employeesany representation or warranty (whether express or implied) relating to the Company, agents its Subsidiaries or advisorsany of their respective businesses, operations, properties, assets, liabilities or otherwise in whatever capacityconnection with this Agreement and the transactions contemplated by this Agreement, shall (a) be required to keep any Lender informed including as to the performance accuracy or observance by completeness of any Loan Party such information, and none of Parent, Merger Sub or any of their respective Affiliates or Representatives is relying on any representation or warranty except for those representations and warranties of the obligations Company expressly set forth in Article III and Section 5.8 of this Agreement, and the representations and warranties of the Company stockholders set forth in Section 5 of the Voting Agreement, (ii) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to the Company, its Subsidiaries or any of their respective businesses, operations, properties, assets, liabilities or otherwise in connection with this Agreement or the transactions contemplated by this Agreement, and if made, such representation or warranty has not been and may not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company or any of its Subsidiaries (or any other Person) and (iii) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Merger Sub or any of their respective Affiliates or Representatives by the Company, any of its Subsidiaries or any of their respective Affiliates or Representatives (or any other Person acting or purporting to act on behalf of any of the foregoing), including any materials or information made available in the electronic data room hosted by the Company in connection with the transactions contemplated by this Agreement or in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is expressly the subject of any express representation or warranty of the Company set forth in Article III or Section 5.8(b) hereof. Notwithstanding the foregoing, nothing set forth herein shall limit or otherwise impair the rights of Parent or Merger Sub 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 applicable Law arising out of any CBII Entity; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) abovefraud.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Borrowers and FIL’s Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party Borrower or any Guarantor of the 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 any CBII Entity; Borrower or any of FIL’s Subsidiaries, (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities Borrower or any of FIL’s Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; hereunder or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower or any Guarantor or any officer, employee or agent of any CBII Entity Borrower or any Guarantor 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, or (iii) the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party Borrower or any Guarantor to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. (a) Each Lender acknowledges and agrees that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrowers and their respective Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender further acknowledges the extensions of credit made hereunder are commercial loans and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance on the Administrative upon any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, managementoperations, property, financial and other condition and affairs creditworthiness of any Borrower or any other Person party to a Loan Document, and all applicable laws relating to the CBII Entities transactions contemplated hereby, and made its own credit analysis and decision to enter into this Agreement as a Lender, and agrees that it willto make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning any Borrower and its Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own appraisals credit analysis and decisions in taking or not taking action under or based upon this Agreement. Neither the Administrative Agent nor , any of its Affiliates nor other Loan Document, any of their respective directorsrelated agreement or any document furnished hereunder or thereunder , officers, employees, agents or advisors, in whatever capacity, shall (a) be required and to keep any Lender informed make such investigations as it deems necessary to inform itself as to the performance or observance by business, prospects, operations, property, financial and other condition and creditworthiness of any Loan Party of the obligations under this Agreement Borrower or any other document referred Person party to or provided for herein a Loan Document and in deciding whether or to make inquiry ofthe extent to which it will continue as a Lender or assign or otherwise transfer its rights, or interests and obligations hereunder. Except for notices, reports, and other documents expressly herein required to inspect be furnished to the properties or books of any CBII Entity; (b) Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any CBII Entities which Borrower or any other Person party to a Loan Document that may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity in this Agreement or in any of the Agent-Related Persons. Each Lender acknowledges that Agent does not have any duty or responsibility, either initially or on a continuing to provide such Lender with any credit or other Credit Documentsinformation with respect to any Borrower, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement its Affiliates or any Credit Documentof their respective business, (iii) legal, financial or other affairs, and irrespective of whether such information came into Agent's or its Affiliates’ or representatives’ possession before or after the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended date on which such Lender became a party to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveAgreement.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of Borrower and the CBII Entities Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by Borrower or any Loan Party of its Subsidiaries of the 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 CBII Entityof its Subsidiaries; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning Borrower or any CBII Entities of its Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower or any officer, employee or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) above.or

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent, the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent or the Collateral Agent hereinafter, including any review of the affairs of the Borrower or the Subsidiaries, 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 on 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 evaluation of and investigation into the business, prospectsoperations, managementProperty, financial and other condition and affairs creditworthiness of the CBII Entities Borrower and its Subsidiaries and made its own decision to enter into this Agreement and agrees 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 con tinue to make its own appraisals credit analysis, 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, operations, Property, financial and other condition and creditwor thiness of the Borrower and its Subsidiaries. Neither Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent or the Collateral Agent hereunder, neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, the Collateral Agent shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII Entity; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities the business, operations, Property, financial and other condition or creditworthiness of the Borrower or its Sub sidiaries which may come into the possession of the Administrative Agent, the Collateral Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officerof its officers, employee directors, employees, agents, attorneys-in-fact or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveaffiliates.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII Entity; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) above.

Non-Reliance. (a) Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance on upon the Administrative Agent, Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition credit analysis and affairs of the CBII Entities and its own decision to enter into this Agreement as a Lender, and agrees that it willto make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent or any other Lender, Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrowers and their Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own appraisals and decisions in taking or not taking action under or based upon this Agreement. Neither the Administrative Agent nor , any of its Affiliates nor other Loan Document, any of their respective directors, officers, employees, agents related agreement or advisors, any document furnished hereunder or thereunder and in whatever capacity, shall (a) be required to keep any Lender informed as deciding whether or to the performance extent to which it will continue as a Lender or observance by any Loan Party of the assign or otherwise transfer its rights, interests and 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 any CBII Entity; hereunder. (b) have any duty Each Lender hereby agrees that (i) it has requested a copy of each Report prepared by or responsibility to provide any Lender with any credit or other information concerning any CBII Entities which may come into on behalf of the possession of Administrative Agent; (ii) the Administrative Agent (whether communicated to A) makes no representation or obtained by the Administrative Agent)warranty, except for noticesexpress or implied, reports and other documents and information delivered as to the Administrative Agent pursuant to Section 5.01(a) completeness or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent accuracy of any CBII Entity in this Agreement Report or in any of the other Credit Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement information contained therein or any Credit Document, inaccuracy or omission contained in or relating to a Report and (B) shall not be liable for any information contained in any Report; (iii) the value Reports are not comprehensive audits or sufficiency examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Collateral or Loan Parties’ personnel and that the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) above.Administrative Agent

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of Borrower and the CBII Entities Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by Borrower or any Loan Party of its Subsidiaries of the 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 CBII Entityof its Subsidiaries; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning Borrower or any CBII Entities of its Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower or any officer, employee or agent of any CBII Entity 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, or (iii) the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party Borrower to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Borrowers and their Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party Borrower or any of its Subsidiaries of the 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 any CBII EntityBorrower or any of its Subsidiaries; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities Borrower or any of its Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower or any officer, employee or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party Borrower to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities FIL, Borrower and FIL's other Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by FIL, Borrower or any Loan Party other Guarantor of the 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 FIL, Borrower or any CBII Entityof FIL's Subsidiaries; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning FIL, Borrower or any CBII Entities of FIL's Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by FIL, Borrower, any CBII Entity of FIL's Subsidiaries or any officer, employee or agent of FIL, Borrower or any CBII Entity of FIL's Subsidiaries 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, or (iii) the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by FIL, Borrower or any Loan Party other Guarantor to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. on the Administrative Agent, any Arranger and the Other Lenders. Each Lender expressly acknowledges that none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or such Arranger to any Lender as to any matter, including whether the Administrative Agent or such Arranger has disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and the Arrangers that it has, independently and without reliance on upon the Administrative Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into, the business, prospects, managementoperations, property, financial and other condition and affairs creditworthiness of the CBII Entities Borrowers and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and agrees to extend credit to the Borrowers hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement. Neither the Administrative Agent nor , any of its Affiliates nor other Loan Document or any of their respective directorsrelated agreement or any document furnished hereunder or thereunder, officers, employees, agents or advisors, in whatever capacity, shall (a) be required and to keep any Lender informed make such investigations as it deems necessary to inform itself as to the performance or observance by any Loan Party business, prospects, operations, property, financial and other condition and creditworthiness of the 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 any CBII Entity; (b) have any duty or responsibility to provide any Borrowers. Each Lender with any credit or other information concerning any CBII Entities which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports represents and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for warrants that (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent the Loan Documents set forth the terms of any CBII Entity in this Agreement or in any of the other Credit Documents, a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the value, validity, effectiveness, genuineness, enforceability or sufficiency of ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any Credit Documentother type of financial instrument, (iii) the value or sufficiency and each Lender agrees not to assert a claim in contravention of the Collateral foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the validity Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or perfection of any of the liens to provide such other facilities, is experienced in making, acquiring or security interests intended to be created by the Credit Documents holding such commercial loans or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any providing such other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) abovefacilities.

Non-Reliance. Each Lender represents that it has, ------------ independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of Borrower and the CBII Entities Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by Borrower or any Loan Party of its Subsidiaries of the 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 CBII Entityof its Subsidiaries; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning Borrower or any CBII Entities of its Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower or any officer, employee or agent of any CBII Entity 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 sufficiency of the Collateral any collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party Borrower to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender represents that it has, independently and ------------ without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of Borrower and the CBII Entities Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by Borrower or any Loan Party of its Subsidiaries of the 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 CBII Entityof its Subsidiaries; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning Borrower or any CBII Entities of its Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower or any officer, employee or agent of any CBII Entity 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 sufficiency of the Collateral any collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party Borrower to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender represents expressly acknowledges that none of the Collateral Agent, the Administrative Agent, the Group Agents nor any of their respective officers, directors, members, partners, certificateholders, employees, agents, attorneys-in-fact, or Affiliates has made any representations or warranties to it hasand that no act by the Collateral Agent, independently and without reliance on the Administrative Agent, or any Group Agent hereafter taken, including any review of the affairs of any ADT Entity, shall be deemed to constitute any representation or warranty by the Collateral Agent, the Administrative Agent, or any Group Agent. Each Lender represents and warrants to the Collateral Agent, the Administrative Agent, and each Group Agent that, independently and without reliance upon the Collateral Agent, the Administrative Agent, any Group Agent, or any other Lender, Lender and based on such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of and investigation into the business, operations, property, prospects, managementfinancial, financial condition and affairs other conditions and creditworthiness of any ADT Entity and the CBII Entities Receivables and its own decision to enter into this Agreement and agrees to take, or omit, action under any Transaction Document. Without limiting the foregoing, the Lenders and the Group Agents acknowledge and agree that it will, independently and without reliance upon (i) 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 has made certain of its own appraisals analytics, credit evaluations, models and/or projections regarding the performance and decisions in taking or not taking action under this Agreement. Neither expected performance of the Receivable Pool available to certain Lenders and/or Group Agents, (ii) such information was made available to it solely as an accommodation by the Administrative Agent nor and that it has made its own independent credit analysis and investigation regarding the performance and expected performance of the Receivable Pool, and (iii) the Administrative Agent shall have no responsibility or liability for the accuracy or completeness of any of its Affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, shall (a) be such information. Except for items specifically required to keep any Lender informed as to be delivered hereunder, neither the performance or observance by any Loan Party of Collateral Agent nor the 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 any CBII Entity; (b) Administrative Agent shall have any duty or responsibility to provide any Group Agent or Lender with any credit or other information concerning any CBII Entities which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent)ADT Entity, except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee of their Affiliates that comes into its possession or agent of any CBII Entity in this Agreement or in any of the other Credit Documentsits officers, (ii) the valuedirectors, validitymembers, effectivenesspartners, genuinenesscertificateholders, enforceability or sufficiency of this Agreement or any Credit Documentemployees, (iii) the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstanceagents, actionattorneys-in-fact, or failure to act in the nature described in clauses (a) through (c) above.Affiliates. 112

Non-Reliance. Each Lender holder of the Notes expressly acknowledges that neither any Specified Person nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by such Specified Person hereafter taken, including any review of the affairs of a Obligor or any affiliate of an Obligor, shall be deemed to constitute any representation or warranty by such Specified Person to any holder of the Notes. Each holder of the Notes represents to each Specified Person that it has, independently and without reliance on the Administrative Agent, or any other Lenderupon such Specified Person, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsoperations, managementproperty, financial and other condition and affairs creditworthiness of the CBII Entities Obligors and their affiliates and made its own decision to hold the Notes issued hereunder and enter into this Agreement and agrees Agreement. Each holder of the Notes also represents that it will, independently and without reliance upon the Administrative Agent or any other LenderSpecified Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directorsapplicable Note Documents, officers, employees, agents or advisors, in whatever capacity, shall (a) be required and to keep any Lender informed make such investigation as it deems necessary to inform itself as to the performance or observance by any Loan Party business, operations, property, financial and other condition and creditworthiness of the obligations under this Agreement or any Obligors and their affiliates. Except for notices, reports and other document referred documents expressly required to or provided for herein or be furnished to make inquiry ofthe holders of the Notes by the Collateral Agent hereunder, or to inspect the properties or books of any CBII Entity; (b) no Specified Person shall have any duty or responsibility to provide any Lender holder of the Notes with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any CBII Entities which Obligor or any affiliate of a Obligor that may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity such Specified Person or any officerof its officers, employee directors, employees, agents, attorneys-in-fact or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveaffiliates.

Non-Reliance. Each Lender represents (a) Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it hasParent, independently Merger Sub and without reliance on their respective Affiliates and Representatives (i) have received full access to (A) such books and records, facilities, equipment, contracts and other assets of the Administrative AgentCompany that Parent and Merger Sub and their respective Affiliates and Representatives, or any other Lenderas of the date hereof, have requested to review and (B) the electronic data room hosted by the Company in connection with the Transactions, and based on such documents and information as it has deemed appropriate, made its own appraisal (ii) have had full opportunity to meet with the management of the business, prospects, management, financial condition Company and affairs to discuss the business and assets of the CBII Entities Company. Parent and Merger Sub hereby acknowledge and agree (each for itself and on behalf of its own decision to enter into this Agreement respective Affiliates and agrees that it willRepresentatives) that, independently except for the representations and without reliance upon warranties of 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 appraisals and decisions Company expressly set forth in taking or not taking action under this Agreement. Neither , (a) none of the Administrative Agent Company nor any of its Affiliates nor Subsidiaries (or any other Person) makes, or has made, any representation or warranty (whether express or implied) relating to the Company, its Subsidiaries or any of their respective directorsbusinesses, officersoperations, employeesproperties, agents assets, liabilities or advisorsotherwise in connection with this Agreement and the Transactions, in whatever capacity, shall (a) be required to keep any Lender informed including as to the performance accuracy or observance by completeness of any Loan Party such information, and none of the obligations under this Agreement Parent, Merger Sub or any other document referred to of their respective Affiliates or provided for herein or to make inquiry of, or to inspect the properties or books of Representatives is relying on any CBII Entity; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity the Company or its Representatives except for the representations and warranties of the Company expressly set forth in Article V, (b) no Person has been authorized by the Company or any officerof its Subsidiaries to make any representation or warranty relating to the Company, employee its Subsidiaries or agent any of any CBII Entity their respective businesses, operations, properties, assets, liabilities or otherwise in connection with this Agreement or in the Transactions, and if made, such representation or warranty has not been, and may not be, relied upon by parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the other Credit Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Company or any Credit Document, of its Subsidiaries (iii) the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstancePerson), action, or failure to act in the nature described in clauses (a) through and (c) aboveany estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Merger Sub or any of their respective Affiliates or Representatives, including any materials or information made available in the electronic data room hosted by the Company in connection with the Transactions or in connection with presentations by the Company’s management, and the estimates, projections, forecasts other forward-looking information, and business plan and cost-related plan information referred to in paragraph (b) of this Section 6.11, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is expressly the subject of any express representation or warranty of the Company set forth in Article V of this Agreement, Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations and financial condition of the Company and its Subsidiaries.

Non-Reliance. Each Lender represents that it has, independently and without reliance on 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 the business, prospects, management, financial condition and affairs of the CBII Entities Loan Parties and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates the Collateral Agent, nor any of their respective Affiliates, directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII EntityLoan Party; (b) have any duty or responsibility to disclose to or otherwise provide any Lender Lender, and shall not be liable for the failure to disclose or otherwise provide any Lender, with any credit or other information concerning any CBII Entities Loan Party which may come into the possession of the Administrative Agent (whether or the Collateral Agent or that is communicated to or obtained by the bank serving as Administrative Agent)Agent or Collateral Agent or any of their respective Affiliates in any capacity, except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunderor the Collateral Agent hereunder or the other Credit Documents; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Loan Party or any officer, employee or agent of any CBII Entity Loan Party 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Borrower and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (ai) be required to keep any Lender informed as to the performance or observance by any Loan Party Borrower of the 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 any CBII EntityBorrower; (bii) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities Borrower which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (ciii) be responsible to any Lender for (iA) any recital, statement, representation or warranty made by any CBII Entity Borrower or any officer, employee or agent of any CBII Entity Borrower in this Agreement or in any of the other Credit Loan Documents, (iiB) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Loan Document, (iiiC) the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Loan Documents, or (ivD) any failure by any Loan Party Borrower to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveLoan Document.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Borrower Parties and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Borrower Party of the 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 any CBII EntityBorrower Party; (b) have any duty or responsibility to disclose to or otherwise provide any Lender Lender, and shall not be liable for the failure to disclose or otherwise provide any Lender, with any credit or other information concerning any CBII Entities Borrower Party which may come into the possession of the Administrative Agent (whether or that is communicated to or obtained by the bank serving as Administrative Agent)Agent or any of its Affiliates in any capacity, except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or any other Credit Document; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower Party or any officer, employee or agent of any CBII Entity Borrower Party 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, Document or (iii) the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to such Lender and that no act by the Administrative Agent hereafter, including any review of the affairs of the Borrower or 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 on upon any the Administrative Agent, Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal evaluation of and investigation into the business, prospectsoperations, managementProperty, financial and other condition and affairs creditworthiness of the CBII Entities Borrower and the Subsidiaries and has made its own decision to enter into this Agreement and agrees 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 appraisals credit analysis, evaluations and decisions in taking or not taking action under the Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, Property, financial and other condition and creditworthiness of the Borrower and the Subsidiaries. Each Lender acknowledges that a copy of this AgreementAgreement 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. Neither Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent nor any of its Affiliates nor any of their respective directorshereunder, officers, employees, agents or advisors, in whatever capacity, the Administrative Agent shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII Entity; (b) have any no duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities the business, operations, property, financial and other condition or creditworthiness of the Borrower or the Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officerof its officers, employee directors, employees, agents, attorneys-in-fact or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveAffiliates.

Non-Reliance. (a) Each Lender acknowledges and agrees that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Loan Parties and their respective Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender further acknowledges the extensions of credit made hereunder are commercial loans and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance on the Administrative upon any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, managementoperations, property, financial and other condition and affairs creditworthiness of any Borrower or any other Person party to a Loan Document, and all applicable laws relating to the CBII Entities transactions contemplated hereby, and made its own credit analysis and decision to enter into this Agreement as a Lender, and agrees that it willto make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning any Borrower and its Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own appraisals credit analysis and decisions in taking or not taking action under or based upon this Agreement. Neither the Administrative Agent nor , any of its Affiliates nor other Loan Document, any of their respective directorsrelated agreement or any document furnished hereunder or thereunder , officers, employees, agents or advisors, in whatever capacity, shall (a) be required and to keep any Lender informed make such investigations as it deems necessary to inform itself as to the performance or observance by business, prospects, operations, property, financial and other condition and creditworthiness of any Loan Party of the obligations under this Agreement Borrower or any other document referred Person party to or provided for herein a Loan Document and in deciding whether or to make inquiry ofthe extent to which it will continue as a Lender or assign or otherwise transfer its rights, or interests and obligations hereunder. Except for notices, reports, and other 314050368.12 documents expressly herein required to inspect be furnished to the properties or books of any CBII Entity; (b) Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any CBII Entities which Borrower or any other Person party to a Loan Document that may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity in this Agreement or in any of the Agent-Related Persons. Each Lender acknowledges that Agent does not have any duty or responsibility, either initially or on a continuing to provide such Lender with any credit or other Credit Documentsinformation with respect to any Borrower, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement its Affiliates or any Credit Documentof their respective business, (iii) legal, financial or other affairs, and irrespective of whether such information came into Agent's or its Affiliates’ or representatives’ possession before or after the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended date on which such Lxxxxx became a party to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveAgreement.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities FIL, Borrower and FIL's other Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by FIL, Borrower or any Loan Party other Guarantor of the 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 FIL, Borrower or any CBII Entity; of FIL's other Subsidiaries, (b) have any duty or responsibility to provide any Lender with any credit or other information concerning FIL, Borrower or any CBII Entities of FIL's other Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; hereunder or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by FIL, Borrower, any CBII Entity of FIL's other Subsidiaries or any officer, employee or agent of FIL, Borrower, or any CBII Entity of FIL's other Subsidiaries 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, or (iii) the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by FIL, Borrower or any Loan Party other Guarantor to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender Bank expressly acknowledges that neither the Administrative Agent, the Issuing Bank, the Determining Banks nor any of their 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, the Issuing Bank or the Determining Banks hereinafter taken, including any review of the affairs of the Borrowers, shall be deemed to constitute any representation or warranty by the Administrative Agent, the Issuing Bank or the Determining Banks to any Bank. Each Bank represents to the Administrative Agent, to the Issuing Bank and to the Determining Banks that it has, independently and without reliance on upon the Administrative Agent, the Issuing Bank or any other LenderBank including without limitation the Determining Banks, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsoperations, managementproperty, financial or other condition and affairs creditworthiness of the CBII Entities Borrowers and made its own decision to make extensions of credit hereunder and enter into this Agreement Credit Agreement. Each Bank also represents to the Administrative Agent, to the Issuing Bank and agrees to the Determining Banks that it will, independently and without reliance upon the Administrative Agent Agent, the Issuing Bank or any other LenderBank including without limitation the Determining Banks, 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, operations, property, financial and other condition and creditworthiness of the Borrowers. Neither Except for notices, 103 71 reports and other documents expressly required to be furnished to the Banks by the Administrative Agent or the Issuing Bank hereunder, neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, the Issuing Bank shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII Entity; (b) have any duty or responsibility to provide any Lender Bank with any credit or other information concerning any CBII Entities the business, operations, property, financial and other condition or creditworthiness of the Borrowers which may come into the possession of the Administrative Agent (whether communicated to or obtained by Agent, the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Issuing Bank or any officerof their officers, employee directors, employees, agents, attorneys-in-fact or agent of any CBII Entity in this Agreement or in any of Affiliates. Each Bank agrees that the other Credit Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Document, (iii) the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) Determining Banks shall not be liable for any circumstance, action, or failure determination made pursuant to act this Credit Agreement in the nature described in clauses (a) through (c) aboveabsence of gross negligence or willful misconduct.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Borrowers and their Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by Borrowers or any Loan Party of their Subsidiaries of the 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 Borrowers or any CBII Entityof their Subsidiaries; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning Borrowers or any CBII Entities of their Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Borrowers or any officer, employee or agent of any CBII Entity Borrowers 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party Borrowers to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Loan Parties and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII EntityLoan Party; (b) have any duty or responsibility to disclose to or otherwise provide any Lender Lender, and shall not be liable for the failure to disclose or otherwise provide any Lender, with any credit or other information concerning any CBII Entities Loan Party which may come into the possession of the Administrative Agent (whether or that is communicated to or obtained by the bank serving as Administrative Agent)Agent or any of its Affiliates in any capacity, except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or any other Credit Document; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Loan Party or any officer, employee or agent of any CBII Entity Loan Party 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Parent, the Borrower and its Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by the Parent, the Borrower or any Loan Party Subsidiary of the Borrower of the 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 the Parent, the Borrower or any CBII EntitySubsidiary of the Borrower; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning the Parent, the Borrower or any CBII Entities Subsidiary of the Borrower which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by the Parent, the Borrower or any CBII Entity Subsidiary of the Borrower or any officer, employee or agent of the Parent, the Borrower or any CBII Entity Subsidiary of the 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by the Parent, the Borrower or any Loan Party Subsidiary of the Borrower to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, the L/C Issuer, the Collateral Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Loan Parties and its own decision to enter into this Agreement and agrees that it will, independently and without reliance upon the Administrative Agent, the L/C Issuer, 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 appraisals and decisions in taking or not taking action under this Agreement. Neither None of the Administrative Agent, the L/C Issuer, the Collateral Agent nor or any of its Affiliates their affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII EntityLoan Party; (b) have any duty or responsibility to disclose to or otherwise provide any Lender Lender, and shall not be liable for the failure to disclose or otherwise provide any Lender, with any credit or other information concerning any CBII Entities Loan Party which may come into the possession of the Administrative Agent, the L/C Issuer or the Collateral Agent (whether or that is communicated to or obtained by the bank serving as Administrative Agent), the L/C Issuer or Collateral Agent or any of their Affiliates in any capacity, except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent Agent, the L/C Issuer or the Collateral Agent, as applicable, hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Loan Party or any officer, employee or agent of any CBII Entity Loan Party 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each L/C Participant expressly acknowledges that neither the Administrative Agent nor the Issuing Lender nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by either the Administrative Agent or the Issuing Lender hereafter taken, including any review of the affairs of the Borrower or any affiliate of the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Issuing Lender to any L/C Participant. Each L/C Participant represents to the Administrative Agent and the Issuing Lender that it has, independently and without reliance on upon the Administrative Agent, the Issuing Lender or any other LenderL/C Participant, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsoperations, managementproperty, financial and other condition and affairs creditworthiness of the CBII Entities Loan Parties and their affiliates and made its own decision to make its extensions of credit hereunder and enter into this Agreement and agrees Agreement. Each L/C Participant also represents that it will, independently and without reliance upon the Administrative Agent Agent, the Issuing Lender or any other LenderL/C Participant, 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 Transaction Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Neither Except for notices, reports and other documents expressly required to be furnished to the L/C Participants by the Administrative Agent nor any of its Affiliates nor any of their respective directorshereunder, officers, employees, agents or advisors, in whatever capacity, the Administrative Agent shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII Entity; (b) not have any duty or responsibility to provide any Lender L/C Participant with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any CBII Entities which Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officerof its officers, employee directors, employees, agents, advisors, attorneys-in-fact or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveaffiliates.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent, the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent or the Collateral Agent hereinafter, including any review of the affairs of the Borrower or the Subsidiaries, 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 on 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 evaluation of and investigation into the business, prospectsoperations, managementProperty, financial and other condition and affairs creditworthiness of the CBII Entities Borrower and its Subsidiaries and made its own decision to enter into this Agreement and agrees 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 appraisals credit analysis, 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, operations, Property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries. Neither Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent or the Collateral Agent hereunder, neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, the Collateral Agent shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII Entity; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities con cerning the business, operations, Property, financial and other condition or creditworthiness of the Borrower or its Subsidiaries which may come into the possession of the Administrative Agent, the Collateral Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officerof its officers, employee directors, employees, agents, attorneys-in-fact or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveaffiliates.

Non-Reliance. Each Lender represents (a) Newco and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that, as of the date hereof, Newco, Merger Sub and their respective Affiliates and Representatives (a) have received full access to (i) such books and records, facilities, equipment, contracts and other assets of the Company that it hasNewco and Merger Sub and their respective Affiliates and Representatives, independently as of the date hereof, have requested to review and without reliance on (ii) the Administrative Agent, or any other Lenderelectronic data room hosted by the Company in connection with the transactions contemplated by this Agreement, and based on such documents and information as it has deemed appropriate, made its own appraisal (b) have had full opportunity to meet with the management of the business, prospects, management, financial condition Company and affairs to discuss the business and assets of the CBII Entities Company. Newco and Merger Sub hereby acknowledge and agree (each for itself and on behalf of its own decision to enter into this Agreement respective Affiliates and agrees that it willRepresentatives) that, independently except for the representations and without reliance upon warranties of the Administrative Agent or any other LenderCompany expressly set forth in Article III, Section 7.11(a) and based on such documents and information as it shall deem appropriate at Section 7.11(b), (a) none of the time, continue to make its own appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent Company nor any of its Affiliates nor Subsidiaries (or any other Person) makes, or has made, any representation or warranty (whether express or implied) relating to the Company, its Subsidiaries or any of their respective directorsbusinesses, officersoperations, employeesproperties, agents assets, liabilities or advisorsotherwise in connection with this Agreement and the transactions contemplated by this Agreement, in whatever capacity, shall (a) be required to keep any Lender informed including as to the performance accuracy or observance by completeness of any Loan Party such information, and none of the obligations under this Agreement Newco, Merger Sub or any other document referred to of their respective Affiliates or provided for herein or to make inquiry of, or to inspect the properties or books of Representatives is relying on any CBII Entity; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity the Company or its Representatives except for the representations and warranties of the Company expressly set forth in Article III, (b) no Person has been authorized by the Company or any officerof its Subsidiaries to make any representation or warranty relating to the Company, employee its Subsidiaries or agent any of their respective businesses, operations, properties, assets, liabilities or otherwise in connection with this Agreement or the transactions contemplated hereby, and if made, such representation or warranty has not been, and may not be, relied upon by Newco, Merger Sub or any CBII Entity of their respective Affiliates or Representatives as having been authorized by the Company or any of its Subsidiaries (or any other Person), and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Newco, Merger Sub or any of their respective Affiliates or Representatives, including any materials or information made available in the electronic data room hosted by the Company in connection with the transactions contemplated by this Agreement or in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is expressly the subject of any express representation or warranty of the other Credit DocumentsCompany set forth in Article III, Section 7.11(a) and Section 7.11(b). Newco and Merger Sub hereby acknowledge (iieach for itself and on behalf of its Affiliates and Representatives) the valuethat it has conducted, validityto its satisfaction, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Document, (iii) the value or sufficiency its own independent investigation of the Collateral or the validity or perfection of any business, operations and financial condition of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform Company and its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveSubsidiaries.

Non-Reliance. (a) Each Lender represents that of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that: (i) it hashas conducted its own independent investigation of the financial condition, independently results of operations, assets, liabilities, properties and without reliance on projected operations of the Administrative Agentother Parties (and, in the case of the Company, its Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (ii) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties in respect of each Company Party and its Subsidiaries (if applicable); (iii) the representations and warranties in Article V constitute the sole and exclusive representations and warranties in respect of Acquiror; (iv) except for the representations and warranties in Article IV by the Company Parties and the representations and warranties in Article V by Acquiror, none of the Parties or any other Person (including any of the Non-Recourse Parties) makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (x) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other Lenderinformation, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and based on such documents and information as it has deemed appropriate(y) any relating to the future or historical business, made its own appraisal condition (financial or otherwise), results of the businessoperations, prospects, managementassets or liabilities of any Party (or its Subsidiaries), financial or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and affairs their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of the CBII Entities any Party or its Subsidiaries); and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent (v) neither Party nor any of its Affiliates nor is relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquiror. The foregoing does not limit any rights of their respective directors, officers, employees, agents or advisors, in whatever capacity, shall any Party (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the obligations under this Agreement or any other document referred Person party to or provided for herein or to make inquiry of, or to inspect the properties or books of any CBII Entity; (bother Transaction Agreements) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; any other Transaction Agreement against any other Party (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document Person party to any other Transaction Agreements) pursuant to such Transaction Agreement to which it is a party or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) abovean express third party beneficiary thereof.

Non-Reliance. Each Lender, each Ancillary Lender and the Issuing Bank represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, Ancillary Lender or the Issuing Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Borrowers and its own decision to enter into this Agreement and agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender, Ancillary Lender or the Issuing Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender, Ancillary Lender or the Issuing Bank informed as to the performance or observance by any Loan Party Borrower of the 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 any CBII EntityBorrower; (b) have any duty or responsibility to disclose to or otherwise provide any Lender, Ancillary Lender or the Issuing Bank, and shall not be liable for the failure to disclose or otherwise provide any Lender, Ancillary Lender or the Issuing Bank, with any credit or other information concerning any CBII Entities Borrower which may come into the possession of the Administrative Agent (whether or that is communicated to or obtained by the bank serving as Administrative Agent)Agent or any of its Affiliates in any capacity, except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or any other Loan Document; or (c) be responsible to any Lender, Ancillary Lender or the Issuing Bank for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower or any officer, employee or agent of any CBII Entity Borrower in this Agreement or in any of the other Credit Loan Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Loan Document, (iii) the value or sufficiency of the Collateral any collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Loan Documents, or (iv) any failure by any Loan Party Borrower to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveLoan Document.

Non-Reliance. Each Lender represents that it has, independently ------------ and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of Borrower and the CBII Entities Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by Borrower or any Loan Party of its Subsidiaries of the 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 CBII Entityof its Subsidiaries; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning Borrower or any CBII Entities of its Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower or any officer, employee or agent of any CBII Entity 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 sufficiency of the Collateral any collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party Borrower to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. (a) Each Lender acknowledges and agrees that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrowers and their respective Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender further acknowledges the extensions of credit made hereunder are commercial loans and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance on the Administrative upon any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, managementoperations, property, financial and other condition and affairs creditworthiness of any Borrower or any other Person party to a Loan Document, and all applicable laws relating to the CBII Entities transactions contemplated hereby, and made its own credit analysis and decision to enter into this Agreement as a Lender, and agrees that it willto make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning any Borrower and its Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own appraisals credit analysis and decisions in taking or not taking action under or based upon this Agreement. Neither the Administrative Agent nor , any of its Affiliates nor other Loan Document, any of their respective directorsrelated agreement or any document furnished hereunder or thereunder , officers, employees, agents or advisors, in whatever capacity, shall (a) be required and to keep any Lender informed make such investigations as it deems necessary to inform itself as to the performance or observance by business, prospects, operations, property, financial and other condition and creditworthiness of any Loan Party of the obligations under this Agreement Borrower or any other document referred Person party to or provided for herein a Loan Document and in deciding whether or to make inquiry ofthe extent to which it will continue as a Lender or assign or otherwise transfer its rights, or to inspect the properties or books of any CBII Entity; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except interests and obligations hereunder. Except for notices, reports reports, and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly herein required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) above.-69-

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Borrowers and their Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party Borrower or any of its Subsidiaries of the 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 any CBII EntityBorrower or any of its Subsidiaries; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities Borrower or any of its Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower or any officer, employee or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) above.the

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to such Lender and that no act by the Administrative Agent hereafter, including any review of the affairs of the Borrower or 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 on 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 evaluation of and investigation into the business, prospectsoperations, managementProperty, financial and other condition and affairs creditworthiness of the CBII Entities Borrower and the Subsidiaries and has made its own decision to enter into this Agreement and agrees 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 appraisals credit analysis, evaluations and decisions in taking or not taking action under the Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, Property, financial and other condition and creditworthiness of the Borrower and the Subsidiaries. Each Lender acknowledges that a copy of this AgreementAgreement 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. Neither Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent nor any of its Affiliates nor any of their respective directorshereunder, officers, employees, agents or advisors, in whatever capacity, the Administrative Agent shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII Entity; (b) have any no duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities the business, operations, property, financial and other condition or creditworthiness of the Borrower or the Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officerof its officers, employee directors, employees, agents, attorneys-in-fact or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveAffiliates.

Non-Reliance. Each Lender Participant represents that it has, independently and without reliance on the Administrative Lessor, Agent, or any other LenderParticipant, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of Lessee and the CBII Entities Subsidiaries and its own decision to enter into this Agreement and agrees that it will, independently and without reliance upon the Administrative Lessor, Agent or any other LenderParticipant, and based on such documents and information as it shall deem appropriate at the time, continue to make its own appraisals and decisions in taking or not taking action under this AgreementAgreement or any other Operative Document. Neither the Administrative Lessor nor Agent nor any of its Affiliates their respective affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender Participant informed as to the performance or observance by Lessee or any Loan Party of its Subsidiaries of the 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 Lessee or any CBII Entityof its Subsidiaries; (b) have any duty or responsibility to provide any Lender Participant with any credit or other information concerning Lessee or any CBII Entities of its Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to Lessor or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders Participants by the Administrative Lessor or Agent hereunder; or (c) be responsible to any Lender Participant for (i) any recital, statement, representation or warranty made by any CBII Entity Lessee or any officer, employee or agent of any CBII Entity Lessee in this Agreement or in any of the other Credit Operative Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Operative Document, (iii) the value or sufficiency of the Collateral Property or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Operative Documents, or (iv) any failure by any Loan Party Lessee to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveOperative Document. 6.07.

Non-Reliance. on the Administrative Agent and Other Lenders ---------------------------------------------------------- Each Issuing Bank and each Lender expressly acknowledges that neither the Administrative Agent nor any of its 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, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Issuing Bank and each Lender represents to the Administrative Agent that it has, independently and without reliance on upon the Administrative Agent, any Issuing Bank or any other Lender, and based on such documents and information as it has deemed appropriate, appropriate made its own appraisal evaluation of and investigation into the business, prospectsoperations, managementProperty, financial and other condition and affairs creditworthiness of the CBII Entities Borrower and the value and Lien status of any collateral security and made its own decision to enter into this Agreement Agreement. Each Issuing Bank and agrees each Lender also represents that it will, independently and without reliance upon the Administrative Agent Agent, any Issuing Bank or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own appraisals credit analysis, evaluations and decisions in taking or not taking action under this Agreementany Loan Document, and to make such investigation as it deems necessary to inform itself as to the business, operations, Property, financial and other condition and creditworthiness of the Borrower and the value and Lien status of any collateral security. Neither Except for notices, reports and other documents expressly required to be furnished to the Issuing Banks and/or the Lenders by the Administrative Agent nor any of its Affiliates nor any of their respective directorshereunder, officers, employees, agents or advisors, in whatever capacity, the Administrative Agent shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII Entity; (b) not have any duty or responsibility to provide any Issuing Bank or any Lender with any credit or other information concerning the business, operations, Property, financial and other condition or creditworthiness of the Borrower which at any CBII Entities which time may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officerof its officers, employee directors, employees, agents, attorneys-in-fact or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveaffiliates.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of Borrower and the CBII Entities Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by Borrower or any Loan Party of its Subsidiaries of the 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 CBII Entityof its Subsidiaries; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning Borrower or any CBII Entities of its Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower or any officer, employee or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party Borrower to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender represents Buyer acknowledges and confirms to Seller that it hasBuyer has itself been, and will continue to be, independently and without reliance on the Administrative AgentSeller, or any other Lender, and based on such documents and information as it has deemed appropriateappropriate (including review of Credit Documents and financial information with respect to Borrower), made solely responsible for making its own independent appraisal of and investigations into the businessBorrower, prospects, management, financial condition and affairs of other Persons with respect to the CBII Entities Credit Documents and its own credit analysis and decision to enter into this Agreement the Transfer Documents and agrees that it will, independently to consummate the Assignment. Buyer also acknowledges 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII Entity; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent)agrees, except for noticesas set forth in SECTION 4, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, that Seller has made no representation or warranty made by to Buyer with respect to, and Buyer has not relied upon and will not hereafter rely upon Seller regarding (among other things and without implying any CBII Entity other representations or warranties), and, apart from any officer, employee or agent liability of Seller to Buyer for any breach of any CBII Entity in this Agreement or in any of the other Credit Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency express provision of this Agreement or as otherwise expressly provided herein or in any Transfer Document, Seller shall not directly or indirectly have, suffer or incur any liability whatsoever to Buyer or any of its Representatives or any of its respective successors or assigns on account of, or as a consequence of: (i) the execution, legality, validity, enforceability, genuineness, sufficiency, value, or collectability of the Assigned Amount, or the Credit Documents or the value, perfection, validity, or enforceability of any Collateral, including any inability or failure for any reason whatsoever to be able to enforce any Credit DocumentDocument or other obligation or Collateral acquired by Buyer from Seller, including on account of any defense or offset, on account of any acts or omissions of Seller before the Closing Date; (ii) any loss, impairment, or other adverse effect with respect to the Assigned Amount or any other obligation owing in connection with any of the Credit Documents or the Loans or any Collateral, whether or not related to any acts or omissions of Seller or any other Person at any time before the Closing Date, including as a result of any offset or defense of any kind whatsoever, whether or not resulting from any conduct of Seller or any of its Representatives, from the operation of any provision of the Bankruptcy Code, or otherwise; (iii) the value creditworthiness, financial condition, other condition, affairs, status, or sufficiency nature of the Collateral Borrower, or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents other Person; or (iv) any failure representations, warranties, or statements made in, or in connection with, the Credit Documents by any Loan Party to perform its obligations under Person (other than any representation, warranty, or statement made by Seller in this Agreement or the other Transfer Documents), or any information provided by Seller (other than as expressly provided in this Agreement or any Schedule hereto, or in any other Transfer Document), Borrower, or any other Person under or in connection with any Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) abovetransactions therein contemplated.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Borrowers and FIL's Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party Borrower or any Guarantor of the 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 any CBII EntityBorrower or any of FIL's Subsidiaries; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities Borrower or any of FIL's Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower or any officer, employee or agent of any CBII Entity 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, or (iii) the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party Borrower or any Guarantor to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender represents and each LC Issuing Bank acknowledges that (i) the Credit Facility Documents set forth the terms of a commercial lending facility, (ii) in participating as a Lender or LC Issuing Bank, it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender or LC Issuing Bank, in each case in the ordinary course of business, and not for the purpose of investing in the general performance or operations of the Borrower, or for the purpose of purchasing, acquiring or holding any other type of financial instrument such as a security (and each Lender and each LC Issuing Bank agrees not to assert a claim in contravention of the foregoing, such as a claim under the federal or state securities law), and (iii) it has, independently and without reliance on the Administrative Agent, any arranger of this credit facility or any amendment thereto or any other LenderLender and their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition credit analysis and affairs of the CBII Entities and its own decision to enter into this Agreement Agreement. Each Lender and agrees LC Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own appraisals and decisions in taking or not taking action actions under this AgreementAgreement or the other Credit Facility Documents or any related agreement or any document furnished hereunder or thereunder. Neither the Each of Administrative Agent nor and any of its Affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, Lender shall (a) not be required to keep any Lender informed as to the performance or observance by any Loan Party of the obligations Borrower or its Affiliates 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 any CBII Entity; (b) have any duty Borrower or responsibility to provide any Lender with any credit or other information concerning any CBII Entities which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveAffiliates.

Non-Reliance. (a) Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender, in each case, in the ordinary course of its business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender agrees not to asset a claim in contravention of the foregoing), (iii) it has, independently and without reliance on upon the Administrative Agent, Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition credit analysis and affairs of the CBII Entities and its own decision to enter into this Agreement as a Lender, and agrees that to make, acquire or hold Loans hereunder and (iv) it willis sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decisions to make, acquire and/or hold such commercial loan or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender shall, independently and without reliance upon the Administrative Agent or any other Lender, Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrowers and their Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own appraisals and decisions in taking or not taking action under or based upon this Agreement. Neither the Administrative Agent nor , any of its Affiliates nor other Loan Document, any of their respective directors, officers, employees, agents related agreement or advisors, any document furnished hereunder or thereunder and in whatever capacity, shall (a) be required to keep any Lender informed as deciding whether or to the performance extent to which it will continue as a Lender or observance by any Loan Party of the assign or otherwise transfer its rights, interests and 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 any CBII Entity; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) above.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Borrowers and FIL's Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party Borrower or any Guarantor of the 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 any CBII Entity; Borrower or any of FIL's Subsidiaries, (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities Borrower or any of FIL's Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; hereunder or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower or any officer, employee or agent of any CBII Entity 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, or (iii) the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party Borrower or any Guarantor to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. ON ADMINISTRATIVE AGENT, MANAGING AGENTS AND OTHER LENDERS. Each Lender expressly acknowledges that none of the Administrative Agent, the Managing Agents or any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent or the Managing Agents hereafter taken, including any review of the affairs of the Borrower, any Subsidiary or the Guarantors, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Managing Agents to any Lender. Each Lender represents to the Administrative Agent and the Managing Agents that it has, independently and without reliance on upon the Administrative Agent, Agent or the Managing Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsoperations, managementproperty, financial and other condition and affairs creditworthiness of the CBII Entities Borrower, any Subsidiary and the Guarantors and made its own decision to make its Loans, and participate in Letters of Credit, hereunder and enter into this Agreement and agrees Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or the Managing Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower, its Subsidiaries and the Guarantors. Neither Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent nor any of its Affiliates nor any of their respective directorsor the Managing Agents hereunder, officers, employees, agents or advisors, in whatever capacity, the Administrative Agent and the Managing Agents shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII Entity; (b) not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower, any CBII Entities Subsidiary or any Guarantor which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Managing Agents or any officerof their respective officers, employee directors, employees, agents, attorneys-in-fact or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveAffiliates.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, the L/C Issuer, the Collateral Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Loan Parties and its own decision to enter into this Agreement and agrees that it will, independently and without reliance upon the Administrative Agent, the L/C Issuer, 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 appraisals and decisions in taking or not taking action under this Agreement. Neither None of the Administrative Agent, the L/C Issuer, the Collateral Agent nor or any of its Affiliates their affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII EntityLoan Party; (b) have any duty or responsibility to disclose to or otherwise provide any Lender Lender, and shall not be liable for the failure to disclose or otherwise provide any Lender, with any credit or other information concerning any CBII Entities Loan Party which may come into the possession of the Administrative Agent, the L/C Issuer or the Collateral Agent (whether or that is communicated to or obtained by the bank serving as Administrative Agent), the L/C Issuer or Collateral Agent or any of their Affiliates in any capacity, except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent Agent, the L/C Issuer or the Collateral Agent, as applicable, hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Loan Party or any officer, employee or agent of any CBII Entity Loan Party 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) above.Document. EXHIBIT 99.1

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Borrowers and their Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by either Borrower or any Loan Party of its Subsidiaries of the 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 either Borrower or any CBII Entityof its Subsidiaries; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning either Borrower or any CBII Entities of its Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity either Borrower or any officer, employee or agent of any CBII Entity either 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party either Borrower to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. (a)Each Lender acknowledges and agrees that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrowers and their respective Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender further acknowledges the extensions of credit made hereunder are commercial loans and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance on the Administrative upon any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, managementoperations, property, financial and other condition and affairs creditworthiness of any Borrower or any other Person party to a Loan Document, and all applicable laws relating to the CBII Entities transactions contemplated hereby, and made its own credit analysis and decision to enter into this Agreement as a Lender, and agrees that it willto make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning any Borrower and its Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own appraisals credit analysis and decisions in taking or not taking action under or based upon this Agreement. Neither the Administrative Agent nor , any of its Affiliates nor other Loan Document, any of their respective directorsrelated agreement or any document furnished hereunder or thereunder , officers, employees, agents or advisors, in whatever capacity, shall (a) be required and to keep any Lender informed make such investigations as it deems necessary to inform itself as to the performance or observance by business, prospects, operations, property, financial and other condition and creditworthiness of any Loan Party of the obligations under this Agreement Borrower or any other document referred Person party to or provided for herein a Loan Document and in deciding whether or to make inquiry ofthe extent to which it will continue as a Lender or assign or otherwise transfer its rights, or interests and obligations hereunder. Except for notices, reports, and other documents expressly herein required to inspect be furnished to the properties or books of any CBII Entity; (b) Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any CBII Entities which Borrower or any other Person party to a Loan Document that may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity in this Agreement or in any of the Agent-Related Persons. Each Lender acknowledges that Agent does not have any duty or responsibility, either initially or on a continuing to provide such Lender with any credit or other Credit Documentsinformation with respect to any Borrower, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement its Affiliates or any Credit Documentof their respective business, (iii) legal, financial or other affairs, and irrespective of whether such information came into Agent's or its Affiliates’ or representatives’ possession before or after the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended date on which such Lender became a party to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveAgreement.

Non-Reliance. Each Lender represents and each L/C Issuer acknowledges that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities and its own decision to enter into this Agreement and agrees that it willshall, independently and without reliance upon the Administrative Agent, any Lender or L/C Issuer or any of their Related Persons or upon any document solely or in part because such document was transmitted by the Administrative Agent or any other Lenderof its Related Persons, conduct its own independent investigation of the financial condition and affairs of each Loan Party and make and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under, any Credit Document or with respect to any transaction contemplated in any Credit Document, in each case based on such documents and information as it shall deem appropriate at appropriate. Except for documents expressly required by any Credit Document to be transmitted by the timeAdministrative Agent to the Lenders or L/C Issuers, continue the Administrative Agent shall not have any duty or responsibility to make provide any Lender or L/C Issuer with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party that may come in to the possession of the Administrative Agent or any of its own appraisals and decisions in taking or not taking action under this AgreementRelated Persons. Neither the Administrative Agent nor any of its Affiliates the Collateral Agent, nor any of their respective Affiliates, directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party or Restricted Subsidiary of the 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 any CBII EntityLoan Party or Restricted Subsidiary; (b) have any duty or responsibility to disclose to or otherwise provide any Lender Lender, and shall not be liable for the failure to disclose or otherwise provide any Lender, with any credit or other information concerning any CBII Entities Group Member which may come into the possession of the Administrative Agent (whether or the Collateral Agent or that is communicated to or obtained by the institution serving as Administrative Agent)Agent or Collateral Agent or any of their respective Affiliates in any capacity, except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunderor the Collateral Agent hereunder or the other Credit Documents; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Loan Party or Restricted Subsidiary or any officer, employee or agent of any CBII Entity Loan Party or Restricted Subsidiary 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party or Restricted Subsidiary to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to such Lender and that no act by the Administrative Agent hereafter, including any review of the affairs of the Borrower or 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 on 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 evaluation of and investigation into the business, prospectsoperations, managementProperty, financial and other condition and affairs creditworthiness of the CBII Entities Borrower and the Subsidiaries and has made its own decision to enter into this Agreement and agrees 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 appraisals credit analysis, evaluations and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directorsLoan Documents, officers, employees, agents or advisors, in whatever capacity, shall (a) be required and to keep any Lender informed make such investigation as it deems necessary to inform itself as to the performance or observance by any Loan Party business, operations, Property, financial and other condition and creditworthiness of the obligations under Borrower and the Subsidiaries. Each Lender acknowledges that a copy of this Agreement or any other document referred and all exhibits and schedules hereto have been made available to or provided it and its individual counsel for herein or to make inquiry ofreview, or to inspect and each Lender acknowledges that it is satisfied with the properties or books of any CBII Entity; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except form and substance thereof. Except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible , the Administrative Agent shall have no duty or responsibility to provide any Lender for (i) Table of Contents with any recitalcredit or other information concerning the business, statementoperations, representation property, financial and other condition or warranty made by any CBII Entity creditworthiness of the Borrower or the Subsidiaries which may come into the possession of the Administrative Agent or any officerof its officers, employee directors, employees, agents, attorneys-in-fact or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveAffiliates.

Non-Reliance. Each Lender, each Ancillary Lender and the Issuing Bank represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, Ancillary Lender or the Issuing Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Borrowers and its own decision to enter into this Agreement and agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender, Ancillary Lender or the Issuing Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender, Ancillary Lender or the Issuing Bank informed as to the performance or observance by any Loan Party Borrower of the 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 any CBII EntityBorrower; (b) have any duty or responsibility to disclose to or otherwise provide any Lender, Ancillary Lender or the Issuing Bank, and shall not be liable for the failure to disclose or otherwise provide any Lender, Ancillary Lender or the Issuing Bank, with any credit or other information concerning any CBII Entities Borrower which may come into the possession of the Administrative Agent (whether or that is communicated to or obtained by the bank serving as Administrative Agent)Agent or any of its Affiliates in any capacity, except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or any other Loan Document; or (c) be responsible to any Lender, Ancillary Lender or the Issuing Bank for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower or any officer, employee or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) above.-94-

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Loan Parties and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII EntityLoan Party; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities Loan Party which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Loan Party or any officer, employee or agent of any CBII Entity Loan Party 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 sufficiency of the Collateral collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities Borrower and its Subsidiaries and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender informed as to the performance or observance by Borrower or any Loan Party of its Subsidiaries of the 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 CBII Entityof its Subsidiaries; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning Borrower or any CBII Entities of its Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity Borrower or any officer, employee or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party Borrower to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveDocument.

Non-Reliance. Each Lender Participant represents that it has, independently and without reliance on the Administrative Lessor, Agent, or any other LenderParticipant (other than Novellus), and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of Lessee and the CBII Entities Subsidiaries and its own decision to enter into this Agreement and agrees that it will, independently and without reliance upon the Administrative Lessor, Agent or any other LenderParticipant (other than Novellus), and based on such documents and information as it shall deem appropriate at the time, continue to make its own appraisals and decisions in taking or not taking action under this AgreementAgreement or any other Operative Document. Neither the Administrative Lessor nor Agent nor any of its Affiliates their respective affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender Participant informed as to the performance or observance by Lessee or any Loan Party of its Subsidiaries of the 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 Lessee or any CBII Entityof its Subsidiaries; (b) have any duty or responsibility to provide any Lender Participant with any credit or other information concerning Lessee or any CBII Entities of its Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to Lessor or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders Participants by the Administrative Lessor or Agent hereunder; or (c) be responsible to any Lender Participant for (i) any recital, statement, representation or warranty made by any CBII Entity Lessee or any officer, employee or agent of any CBII Entity Lessee in this Agreement or in any of the other Credit Operative Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Operative Document, (iii) the value or sufficiency of the Collateral Property or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Operative Documents, or (iv) any failure by any Loan Party Lessee to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveOperative Document.

Non-Reliance. Each Lender Participant represents that it has, independently and without reliance on the Administrative Lessor, Agent, or any other LenderParticipant, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of Lessee and the CBII Entities Subsidiaries and its own decision to enter into this Agreement and agrees that it will, independently and without reliance upon the Administrative Lessor, Agent or any other LenderParticipant, and based on such documents and information as it shall deem appropriate at the time, continue to make its own appraisals and decisions in taking or not taking action under this AgreementAgreement or any other Operative Document. Neither the Administrative Lessor nor Agent nor any of its Affiliates their respective affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, advisors shall (a) be required to keep any Lender Participant informed as to the performance or observance by Lessee or any Loan Party of its Subsidiaries of the 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 Lessee or any CBII Entityof its Subsidiaries; (b) have any duty or responsibility to provide any Lender Participant with any credit or other information concerning Lessee or any CBII Entities of its Subsidiaries which may come into the possession of the Administrative Agent (whether communicated to Lessor or obtained by the Administrative Agent), except for notices, reports 44 and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders Participants by the Administrative Lessor or Agent hereunder; or (c) be responsible to any Lender Participant for (i) any recital, statement, representation or warranty made by any CBII Entity Lessee or any officer, employee or agent of any CBII Entity Lessee in this Agreement or in any of the other Credit Operative Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Operative Document, (iii) the value or sufficiency of the Collateral Property or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Operative Documents, or (iv) any failure by any Loan Party Lessee to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveOperative Document.

Non-Reliance. (a) Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance on upon the Administrative Agent, Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition credit analysis and affairs of the CBII Entities and its own decision to enter into this Agreement as a Lender, and agrees that it willto make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent or any other Lender, Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrowers and their Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own appraisals and decisions in taking or not taking action under or based upon this Agreement. Neither the Administrative Agent nor , any of its Affiliates nor other Loan Document, any of their respective directors, officers, employees, agents related agreement or advisors, any document furnished hereunder or thereunder and in whatever capacity, shall (a) be required to keep any Lender informed as deciding whether or to the performance extent to which it will continue as a Lender or observance by any Loan Party of the assign or otherwise transfer its rights, interests and 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 any CBII Entity; hereunder. (b) have any duty Each Lender hereby agrees that (i) it has requested a copy of each Report prepared by or responsibility to provide any Lender with any credit or other information concerning any CBII Entities which may come into on behalf of the possession of Administrative Agent; (ii) the Administrative Agent (whether communicated A) makes no representation or warranty, express or implied, as to the completeness or obtained by accuracy of any Report or any of the Administrative Agent)information contained therein or any inaccuracy or omission contained in or relating to a Report and (B) shall not be liable for any information contained in any Report; (iii) the Reports are not comprehensive audits or examinations, except for noticesand that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, reports as well as on representations of the Loan Parties’ personnel and other documents and information delivered to that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (iv) it will keep all Reports confidential and strictly for its internal use and it will not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to Section 5.01(athis Agreement; and (v) without limiting the generality of any other indemnification provision contained in this Agreement, (A) it will hold the Administrative Agent and any such other Person preparing a Report harmless from any action the indemnifying Lender may take or expressly required to be furnished conclusion the indemnifying Lender may reach or draw from any Report in connection with any extension of credit that the indemnifying Lender has made or may make to the Lenders Borrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (B) it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorneys’ fees) incurred by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity in this Agreement or in any of the such other Credit Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Document, (iii) the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) above.Person as the

Non-Reliance. (a) Each Lender acknowledges and agrees that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrowers and their respective Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender further acknowledges the extensions of credit made hereunder are commercial loans and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance on the Administrative upon any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, managementoperations, property, financial and other condition and affairs creditworthiness of any Borrower or any other Person party to a Loan Document, and all applicable laws relating to the CBII Entities transactions contemplated hereby, and made its own credit analysis and decision to enter into this Agreement as a Lender, and agrees that it willto make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender, Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning any Borrower and its Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own appraisals credit analysis and decisions in taking or not taking action under or based upon this Agreement. Neither the Administrative Agent nor , any of its Affiliates nor other Loan Document, any of their respective directorsrelated agreement or any document furnished hereunder or thereunder , officers, employees, agents or advisors, in whatever capacity, shall (a) be required and to keep any Lender informed make such investigations as it deems necessary to inform itself as to the performance or observance by business, prospects, operations, property, financial and other condition and creditworthiness of any Loan Party of the obligations under this Agreement Borrower or any other document referred Person party to or provided for herein a Loan Document and in deciding whether or to make inquiry ofthe extent to which it will continue as a Lender or assign or otherwise transfer its rights, or interests and obligations hereunder. Except for notices, reports, and other documents expressly herein required to inspect be furnished to the properties or books of any CBII Entity; (b) Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any CBII Entities which Borrower or any other Person party to a Loan Document that may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity in this Agreement or in any of the Agent-Related Persons. Each Lender acknowledges that Agent does not have any duty or responsibility, either initially or on a continuing to provide such Lender with any credit or other Credit Documentsinformation with respect to any Borrower, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement its Affiliates or any Credit Documentof their respective business, (iii) legal, financial or other affairs, and irrespective of whether such information came into Agent’s or its Affiliates’ or representatives’ possession before or after the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended date on which such Xxxxxx became a party to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) aboveAgreement.

Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities and its own decision to enter into this Agreement and agrees 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 appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the 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 any CBII Entity; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information delivered to the Administrative Agent pursuant to Section 5.01(a) or expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity 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 sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents Documents, or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document Document; or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) above.