Common use of Credit Decision Clause in Contracts

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter hereafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to 55 constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to ittoit, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related Person and based on such onsuch documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other andother documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco and its Subsidiariesthe Company, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco and its Subsidiariesthe Company, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Operative Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank expressly acknowledges that none neither the Agent nor any of the Agentits affiliates nor any officer, director, employee, agent, attorney-Related Persons in-fact of any of them has made any representation or warranty to it, it and that no act by the Agent hereinafter hereafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, Subsidiaries or any Borrower shall be deemed to constitute any representation or warranty by any Agent-Related Person the Agent to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, Subsidiaries and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrowers and the Designated Subsidiaries. Each Bank also represents that it will, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyCompany and its Subsidiaries or any Borrower. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company and its Subsidiaries or any Borrower which may come into the possession of the Agent or any of the Agentits officers, directors, employees, agents, attorneys-Related Personsin-fact or Affiliates.

Credit Decision. Each Bank Lender acknowledges that none of the Agent-Agent Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Borrower and its SubsidiariesAffiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Borrower and its SubsidiariesAffiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrower. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Agent-Agent Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter any Agent-Related Person hereafter taken, including any review of the affairs of Holdco and its Subsidiariesthe Credit Parties, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco and its Subsidiariesthe Credit Parties, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyCredit Parties. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Credit Parties which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Agent- Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company and its Subsidiaries hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.. 10.7

Credit Decision. Each Bank Lender expressly acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco and its Subsidiariesa Transaction Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Agent to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco and its Subsidiariesthe Transaction Parties, and all applicable bank Lender regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrower under and pursuant to this Agreement. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower, which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter hereafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Agent- Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.information

Credit Decision. Each Bank Lender acknowledges that none of the Agent---------------- Agent- Related Persons has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdco and its Subsidiariesthe Borrower, shall be deemed to constitute any representation or warranty by any Agent-Agent- Related Person to any BankLender. Each Bank Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco and its Subsidiariesthe Borrower, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco and its Subsidiariesthe Loan Parties, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco and its Subsidiariesthe Loan Parties, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrowers. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyLoan Parties. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Loan Parties which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco and its Subsidiariesthe Acme Parties, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco and its Subsidiariesthe Acme Parties, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrowers. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyAcme Parties. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Acme Parties which may come into the possession of any of the Agent-Related Persons.. 125 133

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company or any Subsidiary which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender expressly acknowledges that none of the --------------- Agent-Related Persons has made any representation or warranty to it, it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Borrower and its Subsidiaries, Subsidiaries shall be deemed to constitute any representation or warranty by any Agent-Related Person the Agent to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Borrower and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness credit worthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company and its Subsidiaries hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness credit worthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness credit worthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter takenany Agent, including any review of the affairs of Holdco the Borrowers and its their Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Agent- Related Person to any Bank. Each Bank represents to the Agent Agents that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Borrowers and its their Subsidiaries, and all applicable bank 77 84 regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrowers under this Agreement. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required in this Agreement to be furnished to the Banks by the AgentAgents, the Agent Agents shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrowers which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender expressly acknowledges that none --------------- neither the Agent nor any of the Agentits Affiliates nor any director, officer, employee, agent or attorney-Related Persons in-fact of any of them has made any representation or warranty to it, it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Agent to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, Subsidiaries and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsAgreement, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the CompanyCompany and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the AgentAgent hereunder, the Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operationsproperties, propertyoperations or condition, financial or otherwise, and other condition or creditworthiness of the Company and its Subsidiaries which may come into the possession of the Agent or any of the Agentits officers, directors, employees, agents, attorneys-Related Personsin-fact or Affiliates.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein hereof required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness credit worthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender acknowledges that none of the Agent-Agent- Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco Borrowers and its their Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Agent- Related Person to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco Borrowers and its their Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Agent- Related 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 and the other Loan DocumentsAncillary Agreements, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrowers which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Agent- Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company and its Subsidiaries hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.. 77

Credit Decision. Each Bank Counterparty expressly acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco and its Subsidiariesa Transaction Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Agent to any BankCounterparty. Each Bank Counterparty represents to the Agent that it has, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco and its Subsidiariesthe Transaction Parties, and all applicable bank Counterparty regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Guarantee Agreement and to extend credit to the Company hereunderBorrower under and pursuant to this Swap Agreements. Each Bank Counterparty also represents that it will, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Guarantee Agreement and the other Loan Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanySubsidiary Guarantors. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Counterparties by the Agent, the Agent shall not have any duty or responsibility to provide any Bank Counterparty with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Subsidiary Guarantors, which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Agent- Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyCompany and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company and its Subsidiaries which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the any Agent hereinafter taken, including any review of the affairs of Holdco and its Subsidiariesthe Company, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent Agents that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and 60 other condition and creditworthiness of Holdco and its Subsidiariesthe Company, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the such Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender acknowledges that none of the Agent-Related --------------- Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco and its SubsidiariesBorrower , shall be deemed to constitute any representation or warranty by any Agent-Related Person Persons to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person Persons and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco and its SubsidiariesBorrower, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrower. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related Person Persons and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Agent, the Agent shall not have any no duty Loan and Security Agreement or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender acknowledges that none of the Agent-Related --------------- Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco and its SubsidiariesBorrower , shall be deemed to constitute any representation or warranty by any Agent-Related Person Persons to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person Persons and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco and its SubsidiariesBorrower, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrower. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related Person Persons and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Agent, the Agent shall not have any no duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related --------------- Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter hereafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Agent- Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the -63- business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender acknowledges that none of the --------------- Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco and its Subsidiariesthe Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco and its Subsidiariesthe Borrower, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank expressly acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Borrowers and its Subsidiariesthe other Loan Parties, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Agent to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Borrowers and its Subsidiariesthe other Loan Parties, and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrowers which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco and its Subsidiariesthe Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco and its Subsidiariesthe Borrower, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrowers. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company any Borrower which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender expressly acknowledges that none of the no --------------- Agent-Related Persons Person has made any representation or warranty to it, it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, Subsidiaries and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan DocumentsAgreement, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the CompanyCompany and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Agent hereunder, no Agent, the Agent -Related Person shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operationsproperties, propertyoperations or condition, financial or otherwise, and other condition or creditworthiness of the Company and its Subsidiaries which may come into the possession of any of the Agent-Related PersonsPerson.

Credit Decision. Each Bank Lender expressly acknowledges that none of the Administrative Agent-Related Persons has made any representation or warranty to it, it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdco and its Subsidiaries, the Borrower Parties shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any BankLender. Each Bank Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Parent and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Companyany Borrower Party. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company any Borrower Party which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Bank Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Loan Parties and its Subsidiariestheir Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Loan Parties and its Subsidiariestheir Affiliates, and all applicable bank regulatory laws and regulations relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderLoan Parties. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyLoan Parties and their Affiliates. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Loan Parties or any of their Affiliates which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, it and that no act by the either Agent hereinafter taken, including any review of the affairs of Holdco and its Subsidiariesthe Funds, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent Agents that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of Holdco and its Subsidiariesthe Funds, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Funds hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, Credit Documents and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the CompanyFunds. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the either Agent, the such Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition condition, or creditworthiness of the Company Funds which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Borrower and its SubsidiariesSubsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any BankLender. Each Lender represents (and by its entering into a Bank represents Product Agreement, each Bank Product Provider shall be deemed to represent) to the Agent Agents that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Borrower and its Subsidiariesany other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrower. Each Bank Lender also represents (and by its entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower and any other Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Banks Lenders by the AgentAgents, the Agent Agents shall not have any duty or responsibility to provide any Lender (or any Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which Borrower and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco Borrower and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank expressly acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, Subsidiaries shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Borrower and its SubsidiariesAffiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Borrower and its SubsidiariesAffiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrower. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Agent- Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower and its Affiliates. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower and its Affiliates which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Obligors and its Subsidiariestheir Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Agent Related Person to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Agent Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of Holdco the Obligors and its Subsidiariestheir Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderObligors. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Agent Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals appraisals, and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the CompanyObligors. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Banks Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition condition, or creditworthiness of the Company Obligors which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiariesthe Parent, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiariesthe Parent, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit Issue Letters of Credit and make L/C Advances to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the -58- 65 other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any no duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender expressly acknowledges that none of the Administrative Agent-Related Persons has made any representation or warranty to it, it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, Subsidiaries shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any BankLender. Each Bank Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Companyany Borrower Party. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company any Borrower Party which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.. 42

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Agent- Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrowers which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company and its Subsidiaries hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.. The Agent agrees that, promptly following receipt of the financial statements, certificates and notices described in Sections_7.01, 7.02 and 7.03, it will furnish a copy thereof to each Bank. 10.07

Credit Decision. Each Bank Lender expressly acknowledges that none of the neither any Agent nor any Agent-Related Persons Person has made any representation representations or warranty warranties to it, it and that no act by the any Agent hereinafter hereafter taken, including without limitation any review of the affairs of Holdco and its SubsidiariesBorrower or any Affiliate of Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person such Agent to any BankLender. Each Bank Lender represents to the each Agent that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property (including the Property), financial prospects, operations, property, financial and other condition and creditworthiness of Holdco the Borrower and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, Affiliates and made its own decision to make its pro rata share of the Loan hereunder and enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, propertyproperty (including the Property), financial prospects , and other condition 134 and creditworthiness of the CompanyBorrower and their Affiliates. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lender by the Agentany Agent hereunder, the no Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, propertyproperty (including the Property), condition (financial and other condition or otherwise), prospects or creditworthiness of the Company which any Borrower, any Affiliate of any Borrower or any Property that may come into the possession of any of the Agent or any Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Agent- Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness credit worthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, analysis appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness credit worthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of credit worthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness credit worthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Agent- Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Agent- Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender expressly acknowledges that none of the no Agent-Related Persons Person has made any representation or warranty to it, it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, Subsidiaries and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan DocumentsAgreement, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operationssf712790 63 properties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the CompanyCompany and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Agent hereunder, no Agent, the Agent -Related Person shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operationsproperties, propertyoperations or condition, financial or otherwise, and other condition or creditworthiness of the Company and its Subsidiaries which may come into the possession of any of the Agent-Agent- Related PersonsPerson.

Credit Decision. Each Bank Lender expressly acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco and its Subsidiaries, a Borrower or any other Obligor shall be deemed to constitute any representation or warranty by any Agent-Related Person the Agent to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Borrowers and its Subsidiarieseach other Obligor, and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers and the other Obligors. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrowers and the other Obligors which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial financial, and other condition and creditworthiness of Holdco Borrower and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrower under this Agreement. Each Bank also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals appraisals, and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial financial, and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial financial, and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Agent- Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company and its Subsidiaries hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrowers which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender expressly acknowledges that --------------- none of the Agent-Related Persons has made any representation or warranty to it, it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco Holdings and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Agent to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco Holdings and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyHoldings and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower, Holdings and their Subsidiaries which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco and its Subsidiariesthe Funds, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of Holdco and its Subsidiariesthe Funds, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Funds hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, Credit Documents and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the CompanyFunds. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition condition, or creditworthiness of the Company Funds which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank expressly acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, it and that no act by the Documentation Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, Subsidiaries shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Documentation Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, hereby and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Documentation Agent, the Documentation Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender acknowledges that none of the Agent-Agent Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco Borrower and its SubsidiariesAffiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco and its SubsidiariesBorrower or any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrower. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower or any other Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Banks Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which Borrower or any other Person party to a Loan Document that may come into the possession of any of the Agent-Agent Related Persons.

Credit Decision. Each Bank Lender expressly acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, Subsidiaries shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any BankLender. Each Bank Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it 120 deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrowers which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender expressly acknowledges that none neither --------------- the Agent nor any of the Agentits Affiliates nor any director, officer, employee, agent or attorney-Related Persons in-fact of any of them has made any representation or warranty to it, it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Agent to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, Subsidiaries and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsAgreement, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the CompanyCompany and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the AgentAgent hereunder, the Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operationsproperties, propertyoperations or condition, financial or otherwise, and other condition or creditworthiness of the Company and its Subsidiaries which may come into the possession of the Agent or any of the Agentits officers, directors, employees, agents, attorneys-Related Personsin-fact or Affiliates.

Credit Decision. Each Bank expressly acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Loan Parties and its Subsidiaries, their respective Subsidiaries shall be deemed to constitute any representation or warranty by any Agent-Related Person the Agent to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Loan Parties and its their respective Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the Company Loan Parties hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyLoan Parties. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.or

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness credit worthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness credit worthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness credit worthiness of the Company which may come into the possession of any of the Agent-Related Persons. SECTION 7.7.

Credit Decision. Each Bank expressly acknowledges that _none of the Agent, its affiliates, or any of their respective _officers, directors, employees, agents or attorneys-Related Persons in-fact, has _made any representation or warranty to it, it and that no act by the _Agent hereinafter taken, including any review of the affairs of Holdco _the Company and its Subsidiaries, Subsidiaries shall be deemed to constitute _any representation or warranty by any Agent-Related Person the Agent to any Bank. Each _Bank represents to the Agent that it hashas made and will continue _to make, independently and without reliance upon any Agent-Related Person the Agent and _based on such documents documents, information and information investigations as it has _deemed appropriate, made its own credit analysis, and appraisal of and _investigation into the business, prospects, operations, property, _financial and other condition and creditworthiness of Holdco the Company _and its Subsidiaries, and all applicable bank regulatory laws _relating to the transactions contemplated herebythereby, and has made _its own decision to enter into this Agreement and to extend credit _to the Company hereunder. Each The Agent shall promptly deliver to _each Bank also represents that a copy of each notice which it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at receives from the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as _Company pursuant to the businessterms of this Agreement, prospects, operations, property, financial and other condition and creditworthiness of provided that _the CompanyAgent shall incur no liability whatsoever for its failure to _do so. Except for notices, reports and other documents expressly _herein required to be furnished to the Banks by the Agent, the _Agent shall not have any duty or responsibility to provide any _Bank with any credit or other information concerning the _business, prospects, operations, property, financial and other _condition or creditworthiness of the Company which may come into _the possession of the Agent or any of the Agent-Related Persons.its Subsidiaries or _affiliates. _ _ 8.7

Credit Decision. Each Bank Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to itsuch Lender, and that no act by the Collateral Agent hereinafter or the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of Holdco the Obligated Parties and its Subsidiariestheir Affiliates (or any of them), shall be deemed to constitute any representation or warranty by any Agent-Related Person to any BankLender as to any matter, including whether any Agent-Related Person has disclosed material information in its possession. Each Bank Lender represents to the Agent Agents that it such Lender has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it such Lender has deemed appropriate, made its own appraisal of and an investigation into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of Holdco the Obligated Parties and its Subsidiariestheir Affiliates, and all applicable bank regulatory laws any Requirement of Law relating to the transactions contemplated hereby, and such Lender has made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it such Lender shall deem appropriate at the time, continue to make its own credit analysis, appraisals appraisals, and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the CompanyObligated Parties and their Affiliates. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Banks Lenders by either of the AgentAgents (as applicable), the neither Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition condition, or creditworthiness of the Company which any Obligated Party or any of their Affiliates that may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender expressly acknowledges that none of the Administrative Agent-Related Persons has made any representation or warranty to it, it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, Subsidiaries shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any BankLender. Each Bank Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Companyany Borrower Party. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company any Borrower Party which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the any Agent hereinafter taken, including any review of the affairs of Holdco and its Subsidiariesthe Borrowers, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco Pentair and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan DocumentsAgreement, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the an Agent, the no Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrowers which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank Lender expressly acknowledges that none of the no Agent-Related Persons Person has made any representation or warranty to it, it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any BankLender. Each Bank Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operationsproperties, propertyoperations or Table of Contents condition, financial and other condition or otherwise, and creditworthiness of Holdco the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, Subsidiaries and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan DocumentsAgreement, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the CompanyCompany and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Banks Lenders by the Agent hereunder, no Agent, the Agent -Related Person shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operationsproperties, propertyoperations or condition, financial or otherwise, and other condition or creditworthiness of the Company and its Subsidiaries which may come into the possession of any of the Agent-Related PersonsPerson.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Borrowers and its their Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrowers which may come into the possession of any of the Agent-Related Persons. 11.7.

Credit Decision. Each Bank Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to itsuch Lender, and that no act by the Collateral Agent hereinafter or the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of Holdco the Obligated Parties and its Subsidiariestheir Affiliates (or any of them), shall be deemed to constitute any representation or warranty by any Agent-Related Person to any BankLender as to any matter, including whether any Agent-Related Person has disclosed material information in its possession. Each Bank Lender represents to the Agent Agents that it such Lender has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it such Lender has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of Holdco the Obligated Parties and its Subsidiariestheir Affiliates, and all applicable bank regulatory laws any Requirement of Law relating to the transactions contemplated hereby, and such Lender has made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Bank Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it such Lender shall deem appropriate at the time, continue to make its own credit analysis, appraisals appraisals, and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the CompanyObligated Parties and their Affiliates. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Banks Lenders by either of the AgentAgents (as applicable), the neither Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition condition, or creditworthiness of the Company which any Obligated Party or any of their Affiliates that may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank expressly acknowledges that none of --------------- the Agent-Related Persons has made any representation or warranty to it, it and that no act by any of the Agent hereinafter Agents hereafter taken, including any review of the affairs of Holdco and its Subsidiariesthe Credit Parties, shall be deemed to constitute any representation or warranty by any Agent-Related Person such Agent to any Bank. Each Bank represents to the Agent Agents that it has, independently and without reliance upon any Agent-Related Person the Agents and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco and its Subsidiariesthe Credit Parties, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrowers hereunder and thereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related Person the Agents and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyCredit Parties. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Administrative Agent, the no Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Credit Parties which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Borrower and its Subsidiariessubsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Agent- Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness credit worthiness of Holdco the Borrower and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness credit worthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness credit worthiness of the Company Borrower which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank expressly acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco the Borrowers, Old USI and its Subsidiaries, their Subsidiaries shall be deemed to constitute any representation or warranty by any Agent-Related Person the Agent to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco the Borrowers, Old USI and its their Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers, Old USI and their Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrowers, Old USI and their Subsidiaries which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the any Agent hereinafter taken, including any review of the affairs of Holdco and its Subsidiariesthe Company, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent Agents that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdco and its Subsidiariesthe Company, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the such Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdco and its Subsidiariesthe Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of Holdco and its Subsidiariesthe Borrower, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related 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 and the other Loan Documents, Credit Documents and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition condition, or creditworthiness of the Company Borrower which may come into the possession of any of the Agent-Related Persons.