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

Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and L/C Issuer expressly acknowledges that no Agent-neither Administrative Agent nor any other Lender nor any Related Person Party thereto has made any representation or warranty to it, such Person and that no act by the Administrative Agent hereinafter or any other Lender hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofBorrower, shall be deemed to constitute any representation or warranty by Administrative Agent or any Agent-Related Person Lender to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionother Lender. Each Lender represents to of the Administrative Agent Lenders and L/C Issuer acknowledges that it has, independently and without reliance upon any Agent-Related Person Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender of the Lenders and L/C Issuer also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, any other Loan Document, the Intercreditor Agreement and the other 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 Borroweror any related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), or creditworthiness of any Borrower or the value of the Credit Parties Collateral or other Properties of Borrower or any of their respective Affiliates other Person which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Administrative Agent-Related Person has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party each Borrower or any Affiliate thereofof their Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any Lender as to any matterLender, including whether any Administrative Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Administrative Agent-Related Person or any other Lender Lender, 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 the Credit Parties each Borrower and their respective its Subsidiaries and Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its portion of the Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Administrative Agent-Related Person or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documentsany Notes, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowereach Borrower and their Subsidiaries and Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties either Borrower or any of their respective Subsidiaries or Affiliates which may come into the possession of any Administrative Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges and agrees that no Agent-Related Person has the extensions of credit made any representation hereunder are commercial loans and not investments in a business enterprise or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionsecurities. Each Lender further represents to the Administrative Agent that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent, any Agent-Related Person arranger of the credit facilities evidenced by this Agreement or any other Lender and their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement as a Lender, and to extend credit to the Borrower make, acquire or hold Advances hereunder. Each Lender also represents that it willshall, independently and without reliance upon the Administrative Agent, any Agent-Related Person arranger of the credit facilities evidenced by this Agreement or any amendment thereof or any other Lender and their respective Related Parties and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement Agreement, any related agreement or any document furnished hereunder or thereunder and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as in deciding whether or to the businessextent to which it will continue as a Lender or assign or otherwise transfer its rights, prospectsinterests and obligations hereunder. Nothing in this Agreement shall oblige the Administrative Agent to conduct any “know your customer” or other procedures in relation to any Person or any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender, operations, property, financial on behalf of any Lender and other condition and creditworthiness of each Lender confirms to the Borrower. Except Administrative Agent that it is solely responsible for notices, reports and other documents expressly any such procedures or check it is required to be furnished conduct and that it shall not rely on any statement in relation to the Lenders such procedures or check made by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation or warranty to it, it and that no act by the Administrative Agent or any such Person hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyproperties, financial and other condition and creditworthiness of the Credit Parties and their respective AffiliatesBorrower, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, its Subsidiaries and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that , and (ii) it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under this Credit Agreement and the other Credit Documents, Documents and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, propertyproperties, financial and other condition and creditworthiness of the Borrower, and its Subsidiaries. Except for notices, reports as expressly provided in this Agreement and the other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinCredit Documents, the Administrative Agent shall not have any no duty or responsibility responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyproperties, financial and or other condition or creditworthiness of any of the Credit Parties Borrower and its Subsidiaries or any of their respective Affiliates which other Person that may at any time come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation or warranty to it, it and that no act by the Administrative Agent or any such Person hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any the Borrower and the other Credit Party or any Affiliate thereofParties, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyproperties, financial and other condition and creditworthiness of the Borrower and the other Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that , and (ii) it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under this Credit Agreement and the other Credit Documents, Documents and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, propertyproperties, financial and other condition and creditworthiness of the BorrowerBorrower and the other Credit Parties. Except for notices, reports as expressly provided in this Agreement and the other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinCredit Documents, the Administrative Agent shall not have any no duty or responsibility responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyproperties, financial and or other condition or creditworthiness of any of the Borrower, the other Credit Parties or any of their respective Affiliates which other Person that may at any time come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arrangers has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arrangers hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party of the Borrower, any Guarantor or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arrangers to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent or, any Agent-Related Person otherArranger, any Lender or any other Lender of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis andof, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties and their respective AffiliatesLoan Parties, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent or, any Agent-Related Person otherArranger, any Lender or any other Lender of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder., and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except Each Lender and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or the L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or the L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or the Administrative Agent shall not have any duty L/C Issuer, and either it, or responsibility the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person none of the Administrative Agent or any Joint Lead Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Joint Lead Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Joint Lead Arranger to any Lender as to any matter, including whether Agent-Related Persons the Administrative Agent or any Joint Lead Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent acknowledges that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person Joint Lead Arranger or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws Applicable Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person Joint Lead Arranger or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that no Agent-Related Person neither the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons have the Administrative Agent or any Arranger has disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except Each Lender and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or the L/C Issuer and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party or the Company of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent, the Arrangers, any Agent-Related Person other Lender, the L/C Issuer or any other Lender of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties Company and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Company hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person Arranger, any other Lender, the L/C Issuer or any other Lender of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and the L/C Issuer represents and warrants that, as of the date such Person became a party hereto, (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or the L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants that, as of the date such Person became a party hereto, it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or the Administrative Agent shall not have any duty L/C Issuer, and either it, or responsibility the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and Issuing Bank acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender and Issuing Bank also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender and Issuing Bank acknowledges that the other Credit Documents, Administrative Agent and its Affiliates have not made any representation or warranty 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 Borrowerit. Except for notices, reports and other documents expressly required by any Loan Document to be furnished to the Lenders transmitted by the Administrative Agent hereinto the Lenders or any Issuing Bank, the Administrative Agent shall not have any duty or responsibility (either express or implied) to provide any Lender or Issuing Bank with any credit or other information concerning any Loan Party, including the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of a Loan Party, that may come in to the possession of the Credit Parties Administrative Agent or any of their respective Affiliates its Affiliates. Each Lender, by delivering its signature page to this Agreement and funding its Loans on the Closing Date, or delivering its signature page to an Assignment and Assumption, Incremental Facility Amendment or Refinancing Amendment pursuant to which may come into it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the possession Administrative Agent or the Lenders on the Closing Date. Except as otherwise provided in Section 8.10, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Agent-Related PersonGuarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent and the Collateral Agent on behalf of the Secured Parties in accordance with the terms hereby and thereof. In the event of a foreclosure by the Administrative Agent or the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent or the Collateral Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent or the Collateral Agent on behalf of the Lenders at such sale or other disposition. Each Lender, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, to have agreed to the foregoing provisions. In furtherance of the foregoing and not in limitation thereof, no Swap Agreement or Cash Management Services the obligations under or in respect of which constitute Secured Obligations will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such Swap Agreement or a provider of such Cash Management Services shall be deemed to have appointed the Administrative Agent and the Collateral Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. Notwithstanding any other provision of this Section 8.07 to the contrary, the Administrative Agent shall forward not be required to verify the Lenders information it receives pursuant to Section 7.1payment of, or that other satisfactory arrangements have been made with respect to, any Swap Agreement or Cash Management Services the obligations under or in respect of which constitute Secured Obligations unless the Administrative Agent has received written notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Secured Party that is a party thereto.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys in fact or Affiliates have made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter previously or hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit a Loan Party or any Affiliate thereofof a Loan Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender also represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, 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 the Credit Loan Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderor any Specified Hedge Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsLoan Documents or any Specified Hedge Agreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to disclose or otherwise provide to any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties Loan Party or any Affiliate of their respective Affiliates which a Loan Party that may come into the possession of any Agent-Related Person, it being understood that the Person serving as Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys in fact or Affiliates in any capacity.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter takenhereinafter, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal evaluation of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Borrower and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Credit Agreement and the other Credit Documentsany Loan Document, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates Borrower which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender, by delivering its signature page to this Agreement and funding its Loans on the other Credit DocumentsEffective Date, or delivering its signature page to an Assignment and Assumption, Incremental Facility Amendment or Refinancing Amendment pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to make such investigations as it deems necessary to inform itself as to the businessand approved, prospects, operations, property, financial each Loan Document and each other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly document required to be furnished to delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date. No Lender shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that, except as set forth in Section 8.10, all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent hereinand Collateral Agent on behalf of the Lenders in accordance with the terms thereof. In the event of a foreclosure by the Administrative Agent or Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent, the Collateral Agent shall not have any duty or responsibility to provide any Lender with may be the purchaser or licensor of any credit or all of such Collateral at any such sale or other information concerning disposition, and the businessAdministrative Agent or Collateral Agent, prospectsas agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, operationsfor the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, property, financial to use and other condition or creditworthiness of apply any of the Credit Parties or Secured Obligations as a credit on account of the purchase price for any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that collateral payable by the Administrative Agent shall forward or Collateral Agent on behalf of the Lenders at such sale or other disposition. Each Lender, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, to have agreed to the Lenders information it receives pursuant to Section 7.1foregoing provisions.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender, L/C Issuer and Swing Line Lender expressly acknowledges that no Agent-neither Administrative Agent nor any other Lender nor any Related Person Party thereto has made any representation or warranty to it, such Person and that no act by the Administrative Agent hereinafter or any other Lender hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofBorrower, shall be deemed to constitute any representation or warranty by Administrative Agent or any Agent-Related Person Lender to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionother Lender. Each Lender, L/C Issuer and Swing Line Lender represents to the Administrative Agent acknowledges that it has, independently and without reliance upon any Agent-Related Person Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender and L/C Issuer also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other 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 BorrowerLoan Document or any related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lenders or Swing Line Lender by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender, L/C Issuer or Swing Line Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), or creditworthiness of any Borrower or the value of the Credit Parties Collateral or other Properties of Borrower or any of their respective Affiliates other Person which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and each L/C Issuer represents and warrants that, as of the date it became or becomes a Lender and/or an L/C Issuer, (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or any L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , each Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Borrowers hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or an L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or such L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender as to any matter, including whether Agent-Related Persons the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Company hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1.. 91

Non-Reliance on Administrative Agent and Other Lenders. Each DSRA L/C Issuing Bank and each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit a Loan Party or any Affiliate thereofaffiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to DSRA L/C Issuing Bank or any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each DSRA L/C Issuing Bank and each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person other DSRA L/C Issuing Bank or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, affiliates and made its own decision to make its Loans hereunder or issue Letters of Credit, as applicable, and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each DSRA L/C Issuing Bank and each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender DSRA L/C Issuing Bank or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the DSRA L/C Issuing Banks or the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any DSRA L/C Issuing Bank or any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties Loan Party or any affiliate of their respective Affiliates which a Loan Party that may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each of the Lenders and each Issuing Lender acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party or the Borrower of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arrangers to any Lender as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and each Issuing Lender represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person Arranger or any other Lender or Issuing Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own and decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each of the Lenders and each Issuing Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person Arranger or any other Lender or Issuing Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except Each Lender and each Issuing Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or Issuing Lender for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or Issuing Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Issuing Lender agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each Issuing Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or Issuing Lender, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person has none of the Administrative Agent nor the Arrangers have made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party or the Borrower of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or such Arranger to any Lender or L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or such Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , the Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Party expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person has in-fact or Affiliates have made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit a Loan Party or any Affiliate thereofof a Loan Party, shall be deemed to constitute any representation 106 Yards Creek – Credit Agreement or warranty by any Agent-Related Person the Administrative Agent to any Lender as Party (including with respect to any matter, including whether Agentdetermination that applicable “know your customer” and anti-Related Persons have disclosed material information in their possessionmoney laundering policies of any Lender Party are satisfied). Each Lender Party represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Party, and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Affiliates and made its own decision to make its Loans hereunder or issue Letters of Credit, as applicable, and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender Party also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders Lender Parties by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender Party with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties Loan Party or any Affiliate of their respective Affiliates which a Loan Party that may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each ------------------------------------------------------ Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Companies, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender or their respective counsel, 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 the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Companies and made its own decision to extend credit hereunder and enter into this the Credit Agreement and to extend credit to the Borrower hereunderDocuments. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents documents, information and information legal advice (including, without limitation, advice of regulatory counsel to it) as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in entering into the Credit Documents and taking or not taking action under this Credit Agreement and the other Credit Documentsthereunder, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerCompanies. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any legal advice or credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates Companies which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower, any Credit Party Guarantor or any Affiliate thereofother Credit Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, 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 the Borrower, any Guarantor and any other Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Party and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, any Guarantor and any other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, propertyproperties, financial and other condition condition, prospects or creditworthiness of the Borrower, any of the Credit Parties Guarantor or any of their respective Affiliates which other Credit Party that may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Notwithstanding anything herein to the Lenders information it receives contrary, each Lender also acknowledges that the lien and security interest granted to the Collateral Agent pursuant to Section 7.1the Security Documents and the existence of any right or remedy by the Collateral Agent thereunder are subject to the provisions of the Intercreditor Agreement. In the event of a conflict between the terms of the Intercreditor Agreement and any Security Document, the terms of the Intercreditor Agreement shall govern and control. Each Lender hereby authorizes the Collateral Agent to enter into the Intercreditor Agreement on behalf of such Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Borrowers hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agenteach of the Administrative Agent and its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has not made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Borrower, the Parent or any Affiliate thereofof their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsassets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Credit Parties and Borrower, the Parent or their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Affiliates and made its own decision to make its Advances hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsAgreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospectsassets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Borrower, the Parent and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsoperations, operationsassets, property, financial and or other condition conditions, prospects or creditworthiness of any of the Credit Parties Borrower, the Parent or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative any Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit 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 BorrowerBorrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative any Agent herein, the Administrative such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or any warranty by any Agent-Related Person Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have Administrative Agent has disclosed material information in their its (or its Related Parties’) possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals appraisal and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Xxxxxxxx. Each Lender represents and warrants that (i) the Borrower. Except Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for noticesthe purpose of making, reports acquiring or holding commercial loans set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other documents expressly required type of financial instrument, and each Lender agrees not to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any assert a claim in contravention of the Credit Parties foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire or any of their respective Affiliates which hold commercial loans, as may come into be applicable to such Lender, and either it, or the possession of any Agent-Related PersonPerson exercising discretion in making its decision to make, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1acquire or hold such commercial loans, is experienced in making, acquiring or holding such commercial loans.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party Holdings or any Affiliate thereofof its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsassets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Credit Parties Holdings and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsAgreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospectsassets, operations, property, financial and other condition conditions, prospects and creditworthiness of the BorrowerHoldings and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the The Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsoperations, operationsassets, property, financial and other condition conditions, prospects or creditworthiness of any of the Credit Parties Holdings or any of their respective Affiliates its Subsidiaries which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. Each of the Lenders acknowledges and agrees that outside legal counsel to the Lenders information it receives pursuant Administrative Agent in connection with the preparation, negotiation, execution, delivery and administration (including any amendments, waivers and consents) of this Agreement and the other Credit Documents is acting solely as counsel to Section 7.1the Administrative Agent and is not acting as counsel to any Lender (other than the Administrative Agent and its Affiliates) in connection with this Agreement, the other Credit Documents or any of the transactions contemplated hereby or thereby.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter or any affiliate thereof hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Lessee, the Lessor Trust, the Owner Trustee, the Agent Certificate Holder or any Affiliate thereof, the Certificate Holders shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsassets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Credit Parties Lessee, the Lessor Trust, the Owner Trustee, the Agent Certificate Holder and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Certificate Holders and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderLoan Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsLoan Agreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospectsassets, operations, property, financial and other condition conditions, prospects and creditworthiness of the BorrowerLessee, the Lessor Trust, the Owner Trustee, the Agent Certificate Holder and the Certificate Holders. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsoperations, operationsassets, property, financial and or other condition conditions, prospects or creditworthiness of any of the Credit Parties Lessee, the Lessor Trust, the Owner Trustee, the Agent Certificate Holder or any of their respective Affiliates the Certificate Holders which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent agrees that it has, independently and without reliance upon any Agent-Related Person on the Administrative Agent or any other Lender Lender, 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 analysis of the Credit Parties Borrower, its consolidated Subsidiaries, including without limitation, its own independent review of the Collateral, including the existence of the Collateral, the quality and their respective Affiliatesnature of the Collateral and the adequacy of the Collateral to fully secure the Obligations, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Credit Agreement and the or under any other Credit Documents, and Loan Document. The Administrative Agent shall not be required to make such investigations as it deems necessary to inform keep itself informed as to the business, prospects, operations, property, financial and other condition and creditworthiness performance or observance by the Borrower of this Agreement or any of the Borrowerother Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or other properties or books of the Borrower and any of its consolidated Subsidiaries. Except as otherwise specifically stated herein to the contrary, the Administrative Agent shall have no duty or responsibility to provide any Lender with any information with respect to the quality, nature, existence or other information regarding the Collateral and makes no representation to the Lenders whatsoever in respect of the accuracy or validity of any representation or warranty made by the Borrower herein, including as to the quality, nature, existence or other information regarding the Collateral. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder or under the Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyaffairs, financial and other condition or creditworthiness business of the Borrower, any of the Credit Parties its consolidated Subsidiaries (or any of their respective Affiliates which Affiliates) that may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or each L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Borrowers hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or each L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arrangers has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arrangers hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party of the Borrower, any Guarantor or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arrangers to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person Arranger, any Lender or any other Lender of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties and their respective AffiliatesLoan Parties, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person Arranger, any Lender or any other Lender of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except Each Lender and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or the L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or the L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or the Administrative Agent shall not have any duty L/C Issuer, and either it, or responsibility the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no none of the Agent-Related Person Persons has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter any Agent-Related Person hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit a Loan Party or any Affiliate thereofaffiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender Lender, 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 the Credit Loan Parties and their respective Affiliates, affiliates and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, hereby and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent no Agent-Related Person shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties Loan Party or any affiliate of their respective Affiliates a Loan Party which may come into the possession of any of the Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1Persons.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each Issuing Lender expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor BAS has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or BAS hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or BAS to any Lender or each Issuing Lender as to any matter, including whether Agent-Related Persons the Administrative Agent or BAS have disclosed material information in their (or their Related Parties’) possession. Each Lender and each Issuing Lender represents to the Administrative Agent and BAS that it has, independently and without reliance upon any the Administrative Agent-Related Person or , BAS, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Borrowers hereunder. Each Lender and each Issuing Lender also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , BAS, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerCredit Parties. Except Each Lender and each Issuing Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or Issuing Lender for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or Issuing Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Issuing Lender agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each Issuing Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Lender, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, 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 the Credit Parties Borrower, the Partners, the Partner Parents and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Shippers and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Partners, the Partner Parents, the Shippers and any other Persons. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or other), prospects or creditworthiness of any of the Credit Parties Borrower, the Partners, the Partner Parents, the Shippers or any of their respective Affiliates other Person which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and Fronting Bank acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person Arranger or any other Lender or Fronting Bank or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender and Fronting Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person Arranger or any other Lender or Fronting Bank or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender and each Fronting Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and certain other facilities set forth herein and (ii) it is engaged in making, acquiring or holding commercial loans, issuing or participating in letters of credit or providing other similar facilities in the ordinary course and is entering into this Agreement as a Lender or Fronting Bank for the purpose of making, acquiring or holding commercial loans, issuing or participating in letters of credit and the providing other Credit Documentsfacilities set forth herein as may be applicable to such Lender or Fronting Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Fronting Bank agrees not to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness assert a claim in contravention of the Borrowerforegoing. Except for noticesEach Lender and each Fronting Bank represents and warrants that it is sophisticated with respect to decisions to make, reports acquire or hold commercial loans, issue or participate in letters of credit and to provide other documents expressly required to be furnished to the Lenders by the Administrative Agent facilities set forth herein, as may be applicable to such Lender or such Fronting Bank, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire or responsibility hold such commercial loans, issue or participate in letters of credit or to provide any Lender with any such other facilities, is experienced in making, acquiring or holding such commercial loans, issue or participate in letters of credit or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each Issuing Bank acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender and each Issuing Bank also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other 191 Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender, by delivering its signature page to this Agreement and funding its Loans on the other Credit DocumentsEffective Date, or delivering its signature page to an Assignment and Assumption, Incremental Facility Amendment or Refinancing Amendment pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to make such investigations as it deems necessary to inform itself as to the businessand approved, prospects, operations, property, financial each Loan Document and each other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly document required to be furnished to delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date. No Secured Party (other than the Administrative Agent and the Collateral Agent) shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent hereinand Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Administrative Agent or Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent, the Collateral Agent shall not have any duty or responsibility to provide any Lender with may be the purchaser or licensor of any credit or all of such Collateral at any such sale or other information concerning disposition, and the businessAdministrative Agent or Collateral Agent, prospectsas agent for and representative of the Secured Parties (but not any Secured Party or Secured Parties in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, operationsfor the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, property, financial to use and other condition or creditworthiness of apply any of the Credit Parties or Secured Obligations as a credit on account of the purchase price for any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that collateral payable by the Administrative Agent shall forward or Collateral Agent on behalf of the Secured Parties at such sale or other disposition. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, to have agreed to the Lenders information it receives pursuant to Section 7.1foregoing provisions.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and the L/C Issuer represents and warrants, as of the date hereof, that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants, as of the date hereof, that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Arranger, the Administrative Agent nor any of their respective officers, directors, employees, agents, attorneys and other advisors, partners, attorneys-Related Person has in-fact or affiliates have made any representation representations or warranty warranties to it, it and that no act by the Arranger or the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit a Loan Party or any Affiliate thereofaffiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Arranger or the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Arranger and the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Arranger or the Administrative Agent or any other Lender Lender, 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, prospects and creditworthiness of the Credit Loan Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, affiliates and made its own decision to make its Loans (and in the case of the Issuing Lender, its Letters of Credit) hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Arranger or the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, prospects and creditworthiness of the BorrowerLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, neither the Arranger nor the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties Loan Party or any affiliate of their respective Affiliates which a Loan Party that may come into the possession of any Agent-Related Person, it being understood that the Arranger or the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys and other advisors, partners, attorneys-in-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person neither the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party or Borrower of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits subsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a structured lending facility and (ii) it is engaged in making, acquiring or holding structured loans in the ordinary course and is entering into this Agreement as a Lender for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and Issuing Bank expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionor Issuing Bank. Each Lender and Issuing Bank represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender or Issuing Bank, 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 the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Borrower and made its own decision to make its Loans and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender and Issuing Bank also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender or Issuing Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsAgreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Issuing Banks by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties or any of their respective Affiliates Borrower which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent agrees that it has, independently and without reliance upon any Agent-Related Person on Administrative Agent or any other Lender Lender, 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 analysis of the Credit Parties Borrower and their respective Affiliates, the Guarantor and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Credit Agreement and or under any other Loan Document. Subject to the other Credit Documentsprovisions of Section 13.5 above, and Administrative Agent shall not be required to make such investigations as it deems necessary to inform keep itself informed as to the business, prospects, operations, property, financial and other condition and creditworthiness performance or observance by the Borrower or the Guarantor of this Agreement or any of the Borrowerother Loan Documents or any other document referred to or provided for herein or therein or to inspect the properties or books of the Borrower or the Guarantor. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyaffairs, financial and other condition or creditworthiness of any business of the Credit Parties Borrower or the Guarantor (or any of their respective Affiliates which Affiliates) that may come into the possession of Administrative Agent or any Agent-Related Personof its Affiliates. Without limiting the foregoing, it being understood that the Administrative Agent shall forward not be responsible in any manner to any Lender (or any permitted successor or assign of any Lender), and each Lender represents and warrants that it has not relied upon Administrative Agent for or in respect of, (a) the Lenders information it receives pursuant creditworthiness of Borrower and the risks involved to Section 7.1such Lender, (b) the effectiveness, enforceability, genuineness, validity, or the due execution of any Loan Document, (c) any representation, warranty, document, certificate, report, or statement made therein or furnished thereunder or in connection therewith, (d) the existence, priority, or perfection of any Lien granted or purported to be granted under any Loan Document, or (e) the observation of or compliance with any of the terms, covenants, or conditions of any Loan Document on the part of Borrower.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no none of the Administrative Agent-, the Arranger or any of their respective Related Person Parties has made any representation representations or warranty warranties to it, it and that no act taken or failure to act by the Administrative Agent hereinafter takenAgent, the Arranger or any of their respective Related Parties, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party the Borrowers and their Subsidiaries or any Affiliate thereof, Affiliates shall be deemed to constitute any a representation or warranty by of the Administrative Agent, the Arranger or any Agent-of their respective Related Person Parties to any Lender as to any matter, including whether the Administrative Agent-, the Arranger or any of their respective Related Persons Parties have disclosed material information in their (or their respective Related Parties’) possession. Each Lender expressly acknowledges, represents and warrants to the Administrative Agent and the Arranger that (a) the Loan Documents set forth the terms of a commercial lending facility, (b) it is engaged in making, acquiring, purchasing or holding commercial loans in the ordinary course and is entering into this Agreement and the other Loan Documents to which it is a party as a Lender for the purpose of making, acquiring, purchasing and/or holding the commercial loans set forth herein as may be applicable to it, and not for the purpose of making, acquiring, purchasing or holding any other type of financial instrument, (c) it is sophisticated with respect to decisions to make, acquire, purchase or hold the commercial loans applicable to it and either it or the Person exercising discretion in making its decisions to make, acquire, purchase or hold such commercial loans is experienced in making, acquiring, purchasing or holding commercial loans, (d) it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and appraisal of of, and investigation into investigations into, the business, prospects, operations, property, assets, liabilities, financial and other condition and creditworthiness of the Credit Parties applicable Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws applicable Laws relating to the transactions contemplated hereby, by this Agreement and the other Loan Documents and (e) it has made its own independent decision to enter into this Credit Agreement and the other Loan Documents to which it is a party and to extend credit to the Borrower hereunderhereunder and thereunder. Each Lender also represents acknowledges that (i) it will, independently and without reliance upon any the Administrative Agent-Related Person , the Arranger or any other Lender and based on such documents and information as it shall deem appropriate at the time, or any of their respective Related Parties (A) continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder based on such documents and the other Credit Documents, information as it shall from time to time deem appropriate and its own independent investigations and (B) continue to make such investigations and inquiries as it deems necessary to inform itself as to the business, prospects, operations, property, financial Borrowers and other condition their Subsidiaries and creditworthiness (ii) it will not assert any claim in contravention of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to this Section 7.19.07.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party or the Borrower and any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or any L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerBorrower and its Subsidiaries. Except Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for noticesthe purpose of purchasing, reports acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other documents expressly required to be furnished to the Lenders by the Administrative Agent facilities set forth herein, as may be applicable to such Lender, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no none of the Administrative Agent, the Documentation Agent or any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent, the Documentation Agent or any such Person hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any the Credit Party or any Affiliate thereofParties, shall be deemed to constitute any representation or warranty by the Administrative Agent, the Documentation Agent or any Agent-Related such Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent and the Documentation Agent that it has, independently and without reliance upon the Administrative Agent, the Documentation Agent or any Agent-Related such Person or any other Lender Lender, 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 Holdings, the Credit Parties Company and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Documentation Agent or any Agent-Related such Person or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the BorrowerCompany and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinAgent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, including any updated schedules provided to the Administrative Agent by the Borrower, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-Related Person in-fact, Subsidiaries or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any the Credit Party or any Affiliate thereofParties, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, 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 the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder, issue and participate in the Letters of Credit and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsfinancial condition, assets, liabilities, net assets, properties, results of operations, propertyvalue, financial prospects and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact, Affiliates or Subsidiaries.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agent-neither the Administrative Agent nor any of its Related Person Parties has made any representation representations or warranty warranties to it, it and that no act taken or failure to act by the Administrative Agent hereinafter takenor any of its Related Parties, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party the Borrower and its Subsidiaries or any Affiliate thereof, Affiliates shall be deemed to constitute any a representation or warranty by of the Administrative Agent or any Agent-of its Related Person Parties to any Lender Lender, as to any matter, including whether Agent-the Administrative Agent or any of its Related Persons Parties have disclosed material information in their (or their respective Related Parties’) possession. Each Lender expressly acknowledges, represents and warrants to the Administrative Agent that (a) the Loan Documents set forth the terms of a commercial lending facility, (b) it is engaged in making, acquiring, purchasing or holding commercial loans in the ordinary course and is entering into this Agreement and the other Loan Documents to which it is a party as a Lender for the purpose of making, acquiring, purchasing and/or holding the commercial loans set forth herein as may be applicable to it, and not for the purpose of making, acquiring, purchasing or holding any other type of financial instrument, (c) it is sophisticated with respect to decisions to make, acquire, purchase or hold the commercial loans applicable to it and either it or the Person exercising discretion in making its decisions to make, acquire, purchase or hold such commercial loans is experienced in making, acquiring, purchasing or holding commercial loans, (d) it has, independently and without reliance upon any the Administrative Agent-Related Person or , any other Lender or any of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and appraisal of of, and investigation into investigations into, the business, prospects, operations, property, assets, liabilities, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws applicable Laws relating to the transactions contemplated hereby, by this Agreement and the other Loan Documents and (e) it has made its own independent decision to enter into this Credit Agreement and the other Loan Documents to which it is a party and to extend credit to the Borrower hereunderhereunder and xxxxxxxxxx. Each Lender also represents acknowledges that (i) it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, or any of their respective Related Parties (A) continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder based on such documents and the other Credit Documents, information as it shall from time to time deem appropriate and its own independent investigations and (B) continue to make such investigations and inquiries as it deems necessary to inform itself as to the business, prospects, operations, property, financial Borrower and other condition its Subsidiaries and creditworthiness (ii) it will not assert any claim in contravention of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to this Section 7.19.07.

Non-Reliance on Administrative Agent and Other Lenders. Each ------------------------------------------------------ Lender and the L/C Bank expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Companies, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionsuch Person or the L/C Bank. Each Lender and the L/C Bank represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender such Person or their respective counsel, 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 the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Companies and made its own decision to extend credit hereunder and enter into this the Credit Agreement and to extend credit to the Borrower hereunderDocuments. Each Lender and the L/C Bank also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender such Person, and based on such documents documents, information and information legal advice (including, without limitation, advice of regulatory counsel to it) as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in entering into the Credit Documents and taking or not taking action under this Credit Agreement and the other Credit Documentsthereunder, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerCompanies. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the L/C Bank by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender or the L/C Bank with any legal advice or credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates Companies which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and the L/C Issuer expressly acknowledges and agrees that no Agent-Related Person neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, counsel, attorneys in fact or other affiliates has made any representation representations or warranty warranties to it, the L/C Issuer or such Lender and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower, any Credit other Loan Party or any Affiliate thereofother Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent to the L/C Issuer or any Lender. Each of the Lenders and the L/C Issuer acknowledges that it has, independently and without reliance upon any the Administrative Agent-Related Person or , any other Lender or counsel to the Administrative Agent, or any of their respective officers, directors, employees, agents or counsel, and based on the financial statements of the Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of the Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate, made its own appraisal of credit and investigation into the business, prospects, operations, property, financial legal analysis and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereundertransactions contemplated hereby. Each Lender of the Lenders and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , any other Lender or counsel to the Administrative Agent or any of their respective officers, directors, employees and agents, and based on such review, advice, documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Loan Documents, and . The Administrative Agent shall not be required to make such investigations as it deems necessary to inform keep itself informed as to the business, prospects, operations, property, financial and performance or observance by the Borrower or any other condition and creditworthiness Loan Party of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, the Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders and the L/C Issuer by the Administrative Agent hereinunder this Agreement or any of the other Loan Documents, the Administrative Agent shall not have any no duty or responsibility to provide any Lender or the L/C Issuer with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower, any of the Credit Parties other Loan Party or any of their respective Affiliates other Affiliate thereof which may come into the possession of the Administrative Agent or any Agent-Related Personof its officers, it being understood directors, employees, agents, attorneys in fact or other Affiliates. Each of the Lenders and the L/C Issuer acknowledges that the Administrative Agent shall forward Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Lenders information it receives pursuant Administrative Agent and is not acting as counsel to Section 7.1any Lender or the L/C Issuer.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuing Bank expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or the Issuing Bank as to any matter, including whether Agent-Related Persons the Administrative Agent or such Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the Issuing Bank represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Borrowers hereunder. Each Lender and the Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and the Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or the Issuing Bank for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or the Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the Issuing Bank agrees not to assert a claim in contravention of the Lenders by foregoing. Each Lender and the Administrative Agent Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such the Administrative Agent shall not have any duty Issuing Bank, and either it, or responsibility the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no none of the Administrative Agent-, the Arrangers or any of their respective Related Person Parties, has made any representation representations or warranty warranties to it, it and that no act taken or failure to act by the Administrative Agent hereinafter takenor its Related Parties, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party the Borrower and its Subsidiaries or any Affiliate thereof, Affiliates shall be deemed to constitute any a representation or warranty by of the Administrative Agent, the Arrangers or any Agent-of their respective Related Person Parties to any Lender as to any matter, including whether the Administrative Agent-, the Arrangers or any of their respective Related Persons Parties have disclosed material information in their (or their respective Related Parties’) possession. Each Lender expressly acknowledges, represents and warrants to the Administrative Agent and each Arranger that (a) this Agreement sets forth the terms of a commercial lending facility, (b) it is engaged in making, acquiring, purchasing or holding commercial loans in the ordinary course and is entering into this Agreement to which it is a party as a Lender for the purpose of making, acquiring, purchasing and/or holding the commercial loans set forth herein as may be applicable to it, and not for the purpose of making, acquiring, purchasing or holding any other type of financial instrument, (c) it is sophisticated with respect to decisions to make, acquire, purchase or hold the commercial loans applicable to it and either it or the Person exercising discretion in making its decisions to make, acquire, purchase or hold such commercial loans is experienced in making, acquiring, purchasing or holding commercial loans, (d) it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arrangers, any other Lender or any of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and appraisal of of, and investigation into investigations into, the business, prospects, operations, property, assets, liabilities, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory applicable laws relating to the Transactions and the transactions contemplated hereby, by this Agreement and (e) it has made its own independent decision to enter into this Credit Agreement to which it is a party and to extend credit to the Borrower hereunderhereunder and thereunder. Each Lender also represents acknowledges that (i) it will, independently and without reliance upon any the Administrative Agent-Related Person , the Arranger or any other Lender and based on such documents and information as it shall deem appropriate at the time, or any of their respective Related Parties (A) continue to make its own credit analysis, appraisals and decisions in taking or 16605535v6 24740.00262 67 not taking action under or based upon this Credit Agreement or any related agreement or any document furnished hereunder or thereunder based on such documents and the other Credit Documents, information as it shall from time to time deem appropriate and its own independent investigations and (B) continue to make such investigations and inquiries as it deems necessary to inform itself as to the business, prospects, operations, property, financial Borrower and other condition its Subsidiaries and creditworthiness (ii) it will not assert any claim in contravention of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to this Section 7.17.07.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and Issuing Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereofof its Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender and Issuing Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person Person, any Issuing Lender 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, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective its Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and Issuing Lender also represents that it will, independently and without reliance upon any Agent-Related Person Person, any Issuing Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition or creditworthiness of any of the Credit Parties Borrower or any of their respective its Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent Lenders acknowledges that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person Arranger or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender of the Lenders also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person Arranger or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender also acknowledges that it will, independently and without reliance upon the timeAdministrative Agent, the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and the L/C Issuer expressly acknowledges and agrees that no Agentneither Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-Related Person in-fact or other affiliates has made any representation representations or warranty warranties to it, such Lender or L/C Issuer and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofof their Affiliates, shall be deemed to constitute any such representation or warranty by any Agent-Related Person Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionor L/C Issuer. Each Lender represents to and the Administrative Agent L/C Issuer, for itself, agrees that it has, independently and without reliance upon any Agent-Related Person on Administrative Agent or any other Lender Lender, 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 analysis of the Credit Parties and their respective Affiliates, Affiliates and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Credit Agreement and or under any other Loan Document. Subject to the other Credit Documentsprovisions of the first sentence of Section 9.6, and Administrative Agent shall not be required to make such investigations as it deems necessary to inform keep itself informed as to the business, prospects, operations, property, financial and other condition and creditworthiness performance or observance by any Credit Party of this Agreement or any of the Borrowerother Loan Documents or any other document referred to or provided for herein or therein or to inspect the Borrowing Base Property or the books of the Credit Parties or any of their Affiliates. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders or the L/C Issuer by the Administrative Agent hereinhereunder or as otherwise agreed by Administrative Agent and the Lenders or the L/C Issuer, the Administrative Agent shall not have any duty or responsibility to provide any Lender or the L/C Issuer with any credit or other information concerning the business, prospects, operations, propertyaffairs, financial and other condition or creditworthiness of any business of the Credit Parties or any of their respective Affiliates which that may come into the possession of Administrative Agent or any Agent-Related Personof its Affiliates. Without limiting the foregoing, Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Credit Parties or any of their Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or the L/C Issuer or to any other Person to assure that any Borrowing Base Property or Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of any Borrowing Base Property or Collateral, or any act, omission or event related thereto, subject to the required standard of care referenced in Section 9.6 above, Administrative Agent shall forward have no duty or liability whatsoever to the Lenders information it receives pursuant or the L/C Issuer, except for actual loss to Section 7.1the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Arrangers or the Administrative Agent or any of their respective officers, directors, employees, agents, attorneys and other advisors, partners, attorneys-Related Person has in-fact or affiliates have made any representation representations or warranty warranties to it, it and that no act by the Arrangers or the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit a Loan Party or any Affiliate thereofaffiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Arrangers or the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Arrangers and the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Arrangers or the Administrative Agent or any other Lender Lender, 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, prospects and creditworthiness of the Credit Loan Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, affiliates and made its own decision to make its Loans (and in the case of the Multicurrency Issuing Lender, its Multicurrency Letters of Credit) hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Arrangers or the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, prospects and creditworthiness of the BorrowerLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Arrangers and the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties Loan Party or any affiliate of their respective Affiliates which a Loan Party that may come into the possession of any Agent-Related Person, it being understood that the Arrangers or the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys and other advisors, partners, attorneys-in-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agenteach of the Administrative Agent and its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has not made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent or any Affiliate thereof hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Borrower, the Parent or any Affiliate thereofof their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsassets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Credit Parties and Borrower, the Parent or their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Affiliates and made its own decision to make its Advances hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsAgreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospectsassets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Borrower, the Parent and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsoperations, operationsassets, property, financial and or other condition conditions, prospects or creditworthiness of any of the Credit Parties Borrower, the Parent or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agenteach of the Administrative Agent and its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has not made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Borrower, the Parent or any Affiliate thereofof their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsassets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Credit Parties and Borrower, the Parent or their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsAgreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospectsassets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Borrower, the Parent and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsoperations, operationsassets, property, financial and or other condition conditions, prospects or creditworthiness of any of the Credit Parties Borrower, the Parent or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or any L/C Issuer as to any matter, including whether Agent-Related Persons have the Administrative Agent or any Arranger has disclosed material information in their its (or its Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Borrowers hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement Agreement, made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with the incurrence of the Initial Term Loans hereunder, and made and shall continue to extend credit to make its own appraisal of the Borrower hereundercreditworthiness of Holdings and its Subsidiaries. Each Lender also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. The Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, or otherwise, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as Administrative Agent shall not have any responsibility with respect to the business, prospects, operations, property, financial and other condition and creditworthiness accuracy or completeness of any information provided to the BorrowerLenders. Except for notices, reports and other documents expressly required by this Agreement to be furnished to the Lenders transmitted by the Administrative Agent hereinto the Lenders, the Administrative Agent shall not have any duty or responsibility to provide any Lender Secured Party with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party that may come in to the possession of the Credit Parties Administrative Agent or any of their respective Affiliates which may come into the possession of any Agent-its Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1Parties.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and any Arranger that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1.appropriate,

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or 151 the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except Each Lender and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representation or warranty to it, it and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Borrowers, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, 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 the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Borrowers and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit DocumentsAgreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerBorrowers. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties or any of their respective Affiliates which Borrowers that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Person, it being understood in-fact or affiliates; provided that the Administrative Agent shall forward will promptly furnish to the Lenders information it receives pursuant a copy of any field exam with respect to Section 7.1the Borrowers prepared or received by the Administrative Agent.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and the L/C Issuer expressly acknowledges that no none of the Administrative Agent-Related Person , BAS or the Sustainability Coordinator has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter Agent, BAS or the Sustainability Coordinator hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any the Administrative Agent-Related Person , BAS, or the 104 Sustainability Coordinator to any Lender or the L/C Issuer as to any matter, including whether the Administrative Agent-Related Persons have , BAS, or the Sustainability Coordinator has disclosed material information in their such Person’s (or its Related Parties’) possession. Each Lender of the Lenders and the L/C Issuer represents to the Administrative Agent Agent, BAS, and the Sustainability Coordinator that it has, independently and without reliance upon any the Administrative Agent-Related Person or , BAS, the Sustainability Coordinator, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender of the Lenders and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , BAS, the Sustainability Coordinator, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except for notices, reports and other documents expressly required to be furnished to Each of the Lenders by and the Administrative Agent L/C Issuer represents and warrants that (a) the Loan Documents set forth the terms of a commercial lending facility and (b) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or the L/C Issuer, as applicable, for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or the L/C Issuer, as applicable, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each of the Lenders and the L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each of the Lenders and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or the Administrative Agent shall not have any duty L/C Issuer, as applicable, and either it, or responsibility the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each ------------------------------------------------------ Lender expressly acknowledges that no Agentnone of the Agents or any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representation representations or warranty warranties to it, it and that no act by the Administrative any Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereofaffiliate of the Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerBorrower and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of the Borrower or any affiliate of the Credit Parties or any of their respective Affiliates which Borrower that may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agent-neither the Administrative Agent nor any of its Related Person Parties has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereofother Credit Party, shall be deemed to constitute any representation or warranty by any Agent-the Administrative Agent or its Related Person Parties to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person other Lender, or any other Lender of their respective Related Parties 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 the Borrower and each other Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Party and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person other Lender, or any other Lender of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerBorrower and any other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, propertyproperties, financial and other condition condition, prospects or creditworthiness of any of the Credit Parties Borrower or any of their respective Affiliates which other Credit Party that may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates. Each Lender agrees that it will not assert any claim against the Lenders information it receives pursuant to Section 7.1Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement, the other Credit Documents, or the Transactions contemplated hereby.

Non-Reliance on Administrative Agent and Other Lenders. Each ------------------------------------------------------------------- Lender expressly acknowledges that no Agentnone of the Agents or any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representation representations or warranty warranties to it, it and that no act by the Administrative any Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereofaffiliate of the Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerBorrower and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of the Borrower or any affiliate of the Credit Parties or any of their respective Affiliates which Borrower that may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or any warranty by any Agent-Related Person Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have Administrative Agent has disclosed material information in their its (or its Related Parties') possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals appraisal and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Xxxxxxxx. Each Lender represents and warrants that (i) the Borrower. Except Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for noticesthe purpose of making, reports acquiring or holding commercial loans set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other documents expressly required type of financial instrument, and each Lender agrees not to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any assert a claim in contravention of the Credit Parties foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire or any of their respective Affiliates which hold commercial loans, as may come into be applicable to such Lender, and either it, or the possession of any Agent-Related PersonPerson exercising discretion in making its decision to make, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1acquire or hold such commercial loans, is experienced in making, acquiring or holding such commercial loans.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter takenhereinafter, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofLoan Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal evaluation of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Credit Loan Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Credit Agreement and the other Credit Documentsor any Loan Document, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition or creditworthiness of any of the Credit Loan Parties or any of their respective Affiliates which may come into the possession pos- session of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent or the Documentation Agent nor any of their officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent or the Documentation Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Documentation Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent and the Documentation Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or the Documentation Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, 113 108 property, financial and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Borrower and made its own decision to make its Loans hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or the Documentation Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties or any of their respective Affiliates Borrower which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and Issuing Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereofof its Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender and Issuing Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person Person, any Issuing Lender 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, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective its Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and Issuing 101 [[5731659]] Xxxxxx also represents that it will, independently and without reliance upon any Agent-Related Person Person, any Issuing Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition or creditworthiness of any of the Credit Parties Borrower or any of their respective its Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1.

Non-Reliance on Administrative Agent and Other Lenders. Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative any Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit 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 BorrowerBorrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative any Agent herein, the Administrative such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1. SECTION 9.07.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no none of the Administrative Agent-, the Arranger or any of their respective Related Person Parties has made any representation representations or warranty warranties to it, it and that no act taken or failure to act by the Administrative Agent hereinafter takenAgent, the Arranger or any of their respective Related Parties, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party the Borrower and its Subsidiaries or any Affiliate thereof, Affiliates shall be deemed to constitute any a representation or warranty by of the Administrative Agent, the Arranger or any Agent-of their respective Related Person Parties to any Lender or any other Secured Party as to any matter, including whether the Administrative Agent-, the Arranger or any of their respective Related Persons Parties have disclosed material information in their (or their respective Related Parties’) possession. Each Lender expressly acknowledges, represents and warrants to the Administrative Agent and the Arranger that (a) the Loan Documents set forth the terms of a commercial lending facility, (b) it is engaged in making, acquiring, purchasing or holding commercial loans in the ordinary course and is entering into this Agreement and the other Loan Documents to which it is a party as a Lender for the purpose of making, acquiring, purchasing and/or holding the commercial loans set forth herein as may be applicable to it, and not for the purpose of making, acquiring, purchasing or holding any other type of financial instrument, (c) it is sophisticated with respect to decisions to make, acquire, purchase or hold the commercial loans applicable to it and either it or the Person exercising discretion in making its decisions to make, acquire, purchase or hold such commercial loans is experienced in making, acquiring, purchasing or holding commercial loans, (d) it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and appraisal of of, and investigation into investigations into, the business, prospects, operations, property, assets, liabilities, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws Applicable Laws relating to the Transactions and the transactions contemplated hereby, by this Agreement and the other Loan Documents and (e) it has made its own independent decision to enter into this Credit Agreement and the other Loan Documents to which it is a party and to extend credit to the Borrower hereunderhereunder and thereunder. Each Lender also represents acknowledges that (i) it will, independently and without reliance upon any the Administrative Agent-Related Person , the Arranger or any other Lender and based on such documents and information as it shall deem appropriate at the time, or any of their respective Related Parties (A) continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder based on such documents and the other Credit Documents, information as it shall from time to time deem appropriate and its own independent investigations and (B) continue to make such investigations and inquiries as it deems necessary to inform itself as to the business, prospects, operations, property, financial Borrower and other condition its Subsidiaries and creditworthiness (ii) it will not assert any claim in contravention of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to this Section 7.17.07.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-Related Person in-fact or other affiliates has made any representation representations or warranty warranties to it, such Lender and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower, any Credit other Loan Party or any Affiliate thereofAffiliate, shall be deemed to constitute any such representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent to any Lender. Each Lender, for itself, agrees that it has, independently and without reliance upon any Agent-Related Person on the Administrative Agent or any other Lender Lender, 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 analysis of the Credit Parties Borrower and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Credit Agreement or under any other Loan Document. The Administrative Agent, except as expressly set forth herein and in the other Credit Loan Documents, and shall not be required to make such investigations as it deems necessary to inform keep itself informed as to the business, prospects, operations, property, financial and performance or observance by the Borrower of this Agreement or any of the other condition and creditworthiness Loan Documents or any other document referred to or provided for herein or therein or to inspect the Properties or books of the Borrower. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder or under the other Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyaffairs, financial and other condition or creditworthiness of any business of the Credit Parties Borrower (or any of their respective Affiliates which its Affiliates) that may come into the possession of the Administrative Agent or any Agent-Related Personof its Affiliates. Without limiting the foregoing, the Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any Borrower Party or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Projects exists or are owned by the Borrower or are cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Article XIII or in any of the Loan Documents, it being understood and agreed that in respect of the Projects, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, and that the Administrative Agent shall forward have no duty or liability whatsoever to the Lenders information it receives Lenders, except to the extent resulting from its gross negligence, bad faith or willful misconduct. Without limiting the provisions of Section 13.03(a), the Administrative Agent shall deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and other documents delivered to the Administrative Agent pursuant to Section 7.18.01 and Section 8.02. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any Borrower Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or each L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person neither the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or any L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or such Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , such Arranger, any other Lender or any of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Arranger, any other Lender or any of their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerBorrower and its Subsidiaries. Except for notices, reports Each Lender and other documents expressly required to be furnished to each L/C Issuer represents and warrants that (a) the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1.Loan

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereofthe Borrower, the Servicer, the Backup Servicer, the Paying Agent, the Collateral Custodian and the Originators shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, 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 the Credit Parties Borrower, the Servicer, the Backup Servicer, the Paying Agent, the Collateral Custodian and their respective Affiliatesthe Originators, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Receivables and made its own decision to purchase its interest in the Notes hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and any of the other Credit Transaction Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, the Backup Servicer, the Paying Agent, the Collateral Custodian or the Originators, and the Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties Borrower, the Servicer, the Backup Servicer, the Paying Agent, the Collateral Custodian or any of their respective Affiliates the Originators, or the Receivables which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Borrowers hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial 157 loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent agrees that it has, independently and without reliance upon any Agent-Related Person on Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal credit analysis of Borrowers and investigation into the business, prospects, operations, property, financial Obligors and other condition and creditworthiness of the Credit Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and has made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Credit Agreement and or any of the other Credit Loan Documents, and . Administrative Agent shall not be required to make such investigations as it deems necessary to inform keep itself informed as to the business, prospects, operations, property, financial and other condition and creditworthiness performance or observance by any Borrower or Obligor of any term or provision of this Agreement or any of the Borrowerother Loan Documents or any other document referred to or provided for herein or therein or to inspect the properties or books of IBERIABANK/BBX CAPITAL SYNDICATED LOAN AND SECURITY AGREEMENT 4833-7494-6387.12 45083/0017 03/0202018 any Borrower or Obligor. Administrative Agent will use reasonable efforts to provide Lenders with any information received by Administrative Agent from any Borrower or Obligor which is required to be provided to Lenders hereunder or which is reasonably requested by a Lender and with a copy of any Notice of Default or Failure of Condition received by Administrative Agent from any Borrower or any Lender; provided, that, Administrative Agent shall not be liable to any Lender for any failure to do so, except to the extent that such failure is attributable to Administrative Agent's own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any other credit or other information concerning the business, prospects, operations, propertyaffairs, financial and other condition or creditworthiness business of any of the Credit Parties Borrower or any of their respective Affiliates which Obligor that may come into the possession of any Administrative Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower, Regional Management, the Servicer, any Credit Party Originator, the Backup Servicer or any Affiliate thereof, the Collateral Custodian shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, 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 the Credit Parties Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or the Collateral Custodian and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, Receivables and made its own decision to purchase its interest in the Notes hereunder and enter into this Credit Agreement and to extend credit to the Borrower hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and any of the other Credit Basic Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or the Collateral Custodian and the Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative Agent hereinhereunder, the Administrative Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any of their respective Affiliates the Collateral Custodian or the Receivables which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person none of Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person Administrative Agent or the Arranger to any Lender as to any matter, including whether Agent-Related Persons Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon any Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerCredit Parties. Except Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Joint Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or any Joint Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Joint Arranger to any Lender as to any matter, including whether Agent-Related Persons the Administrative Agent or any Joint Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and each Joint Arranger that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Joint Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties Borrower and their respective Affiliatesits Subsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person or Joint Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1.64 12992164v5 27112.00011

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower Borrowers hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsLoan Document or any related agreement or any document furnished 150 150 hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the Lenders by foregoing. Each Lender and the Administrative Agent L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact, Subsidiaries or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Borrower or any other Loan Party or any Affiliate thereofaudit performed by the Administrative Agent’s internal auditor pursuant to Section 7.9, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person Arranger of the Facilities, any Commitments, any Dollar Working Capital Facility Uncommitted Tranche Portions or any amendment to this Agreement or any other Lender and their respective Related Parties, 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 the Credit Borrowers and the other Loan Parties and their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunderBorrowers hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person Arranger of the Facilities, any Commitments, any Dollar Working Capital Facility Uncommitted Tranche Portions or any amendment to this Agreement or any other Lender and their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerBorrowers and other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereinhereunder or under any of the other Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Credit Parties Borrowers or any of their respective Affiliates other Loan Party which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact, it being understood that Subsidiaries or Affiliates. Without limiting the generality of the foregoing, the Administrative Agent shall forward not have any duty to monitor the Lenders information it receives pursuant Collateral used to Section 7.1calculate the U.S. Borrowing Base or the Kildair Borrowing Base or the reporting requirements or the contents of reports delivered by any Borrower. Each Lender assumes the responsibility of keeping itself informed at all times.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Lender, each Fronting Bank, and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender Lender, Fronting Bank or L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender Lender, Fronting Bank and each L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender Lender, Fronting Bank and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other Credit DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Lender, Fronting Bank, and each L/C Issuer represents and warrants that (i) the Credit Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender, Fronting Bank or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender, Fronting Bank or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender, each Fronting Bank and each L/C Issuer agrees not to assert a claim in contravention of the Lenders by the Administrative Agent foregoing. Each Lender, each Fronting Bank and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, such Fronting Bank or such L/C Issuer, and either it, or the Administrative Agent shall not have any duty Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or responsibility to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1.facilities. 117 DB1/ 115371409.4

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person or , the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent shall forward to the Lenders information it receives pursuant to Section 7.1.and