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

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not made any representations or warranties to such Lender and (b) that no act by the Administrative Agent hereinafter taken (including, without limitation, any review of the affairs of any Borrower or other Obligor) shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (independently and without any reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it has deemed necessary or appropriate) has made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (independently and without any reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it shall deem necessary or appropriate) will continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor. Except as otherwise expressly provided in the Loan Documents, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the US Borrower, the UK Borrower, any Borrower Guarantor, any Foreign Subsidiary Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the US Borrower, the UK Borrower, any Guarantor, any Foreign Subsidiary Guarantor and each any other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the US Borrower, the UK Borrower, any Guarantor, any Foreign Subsidiary Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the US Borrower, the UK Borrower, any Borrower Guarantor, any Foreign Subsidiary Guarantor or any other Obligor which Credit Party that may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower, the Canadian Borrower, any Borrower Guarantor, any Canadian Subsidiary Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, the Canadian Borrower, any Guarantor, any Canadian Subsidiary Guarantor and each any other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, the Canadian Borrower, any Guarantor, any Canadian Subsidiary Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, the Canadian Borrower, any Borrower Guarantor, any Canadian Subsidiary Guarantor or any other Obligor which Credit Party that may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and its nor any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of any the Borrower or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender, the Swingline Lender or any Letter of Credit Issuer. Each Lender, the Swingline Lender and each Letter of Credit Issuer represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of any the Borrower or any other Obligor which Credit Party that may come into the possession of the Administrative Agent (or any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly and the Issuing Bank acknowledges and agrees (a) that the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not made any representations or warranties to such Lender and (b) that no act by the Administrative Agent hereinafter taken (including, without limitation, any review of the affairs of any Borrower or other Obligor) shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender and the Issuing Bank also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender, by delivering its signature page to this Agreement and will continue funding its Loans on the Effective Date, or delivering its signature page to make such investigations as an Assignment and Assumption, Incremental Facility Amendment or Refinancing Amendment pursuant to which it deems necessary or appropriate shall become a Lender hereunder, shall be deemed to inform itself as have acknowledged receipt of, and consented to the businessand approved, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower Loan Document and each other Obligor. Except as otherwise expressly provided in the Loan Documentsdocument required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date. No Lender shall not have any duty right individually to realize upon any of the Collateral or responsibility (a) to keep enforce any Lender informed as to Guarantee of the performance or observance by any Borrower or any other Obligor of its obligations Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which Documents may come into the possession of be exercised solely by the Administrative Agent (or any and Collateral Agent on behalf of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers in accordance with the terms thereof. In the event of which a foreclosure by the Administrative Agent has actual knowledge; however, in or Collateral Agent on any of the absence of gross negligence, willful misconduct Collateral pursuant to a public or fraudprivate sale or other disposition, the Administrative Agent, the Collateral Agent shall not be liable to 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 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 failure collateral payable by the Administrative Agent 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 relay or furnish have agreed to such Lender any such informationthe foregoing provisions.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Lender, Swing Line Bank and LC Issuing Bank expressly acknowledges and agrees (a) that each of the Administrative Agent (and its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have or Affiliates has not made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent or any Affiliate thereof hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower, the Parent or any Borrower or other Obligor) of their respective Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender, Swing Line Bank or LC Issuing Bank. Each Lender Lender, Swing Line Bank and LC Issuing Bank represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, Swing Line Bank or LC Issuing Bank, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other conditionconditions, prospects and creditworthiness of each Borrower the Borrower, the Parent or their respective Affiliates and each other Obligor and has made its own decision to make its Loans Advances hereunder and to enter into this Agreement. Each Lender Lender, Swing Line Bank and LC Issuing Bank also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, Swing Line Bank or LC Issuing Bank and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other conditionconditions, prospects and creditworthiness of each Borrower the Borrower, the Parent and each other Obligortheir respective Affiliates. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders, the Swing Line Banks and the LC Issuing Banks by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender Lender, Swing Line Bank or LC Issuing Bank with any credit or other information concerning the business, operations, assets, propertiesproperty, financial and or other conditionconditions, prospects or creditworthiness of any Borrower the Borrower, the Parent or any other Obligor their respective Affiliates which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly and the Issuing Bank acknowledges and agrees (a) that the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not made any representations or warranties to such Lender and (b) that no act by the Administrative Agent hereinafter taken (including, without limitation, any review of the affairs of any Borrower or other Obligor) shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender and the Issuing Bank also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender, by delivering its signature page to this Agreement and will continue funding its Loans on the Effective Date, or delivering its signature page to make such investigations as an Assignment and Assumption, Incremental Facility Amendment or Refinancing Amendment pursuant to which it deems necessary or appropriate shall become a Lender hereunder, shall be deemed to inform itself as have acknowledged receipt of, and consented to the businessand approved, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower Loan Document and each other Obligor. Except as otherwise expressly provided in the Loan Documentsdocument required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date. No Lender shall not have any duty right individually to realize upon any of the Collateral or responsibility (a) to keep enforce any Lender informed as to Guarantee of the performance or observance by any Borrower or any other Obligor of its obligations Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which Documents may come into the possession of be exercised solely by the Administrative Agent (or any on behalf of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers in accordance with the terms thereof. In the event of which a foreclosure by the Administrative Agent has actual knowledge; however, in on any of the absence of gross negligence, willful misconduct Collateral pursuant to a public or fraudprivate sale or other disposition, the Administrative Agent shall not be liable to 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, 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 failure collateral payable by the Administrative 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 relay or furnish have agreed to such Lender any such informationthe foregoing provisions.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not counsel, attorneys‑in‑fact or other Affiliates has made any representations or warranties to such Lender and (b) that no act by the Administrative Agent hereinafter taken (includinghereafter taken, without limitation, including any review of the affairs of the Borrower, any Borrower other Loan Party or other Obligor) any of their respective Subsidiaries or Affiliates, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender represents to of the Administrative Agent Lenders acknowledges that it (has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby, independently and without any reliance upon the Administrative Agent Agent, any other Lender or counsel to the Administrative Agent, or any other Lenderof their respective officers, directors, employees, agents or counsel, and based upon on the financial statements of the Borrower, the other Loan Parties, and their respective Subsidiaries and Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of the Borrower, the other Loan Parties, their respective 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 necessary or appropriate) has made its own appraisal, investigation and credit analysis . Each of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender Lenders also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent, any other Lender or counsel to the Administrative Agent or any other Lenderof their respective officers, directors, employees and agents, and based upon on such review, advice, documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor. Except as otherwise expressly provided in the Loan Documents, the . The Administrative Agent shall not have any duty or responsibility (a) be required to keep any Lender itself informed as to the performance or observance by any the Borrower or any other Obligor Loan Party of its obligations 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 of their respective Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent under this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, propertiesproperty, financial and other condition, prospects condition or creditworthiness of the Borrower, any Borrower other Loan Party or any other Obligor Subsidiary or Affiliate thereof which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact attorneys‑in‑fact or other Affiliates). The Administrative Agent will make reasonable efforts to furnish to Each of the Lenders material information concerning Borrowers of which acknowledges that the Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall and is not be liable acting as counsel to any Lender for any failure to relay or furnish to such Lender any such informationLender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender (and, if applicable, each other Secured Party) expressly acknowledges and agrees (a) that neither the Administrative Agent (and its nor the Other Representatives or any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingor any Other Representative hereafter taken, without limitation, including any review of the affairs of a Loan Party or any Borrower or other Obligor) Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Other Representative to any LenderLender or any other Secured Party. Each Lender (and, if applicable, each other Secured Party) represents to the Administrative Agent and the Other Representatives that it (has, independently and without any reliance upon the Administrative Agent Agent, the Other Representatives or any other LenderLender or any other Secured Party, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each other Obligor their Affiliates and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender (and, if applicable, each other Secured Party) also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent Agent, the Other Representative or any other LenderLender or any other Secured Party, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents or any Specified Hedge Agreement, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each other Obligortheir Affiliates. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender or any other Secured Party with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any Borrower Loan Party or any other Obligor which Affiliate of a Loan Party that may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not made any representations or warranties to such Lender and AND (b) that no act by the Administrative Agent hereinafter taken (including, without limitation, any review of the affairs of any Borrower or other Obligor) shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (independently and without any reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it has deemed necessary or appropriate) has made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (independently and without any reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it shall deem necessary or appropriate) will continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor. Except as otherwise expressly provided in the Loan Documents, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or OR (b) to inspect the books or properties of any Borrower or any other Obligor, or OR (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; howeverHOWEVER, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and its nor any other Lender nor any of their respective officers, directors, officers, employees, agents, advisors, attorneys-in-fact and Affiliates) have not or affiliates has made any representations representation or warranties warranty to such Lender and (b) that no act by the Administrative Agent hereinafter taken (includingor any other Lender hereafter taken, without limitation, including any review of the affairs of any Borrower or other Obligor) the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Lender to any other Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisalappraisal of, and investigation and credit analysis of into, the business, assets, operations, propertiesproperty, condition (financial and other condition, prospects otherwise) and creditworthiness of each the Borrower and each other Obligor the value of the Properties of the Borrower and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, Lender and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, condition (financial and other condition, prospects otherwise) and creditworthiness of each the Borrower and each other Obligorthe value of the Properties of the Borrower. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other condition, prospects otherwise) or creditworthiness of any the Borrower or any other Obligor the value of the Properties of the Borrower which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not Related Parties has made any representations or warranties to such Lender and (b) that no act by the Administrative Agent hereinafter taken (includinghereafter taken, without limitation, including any review of the affairs of the Borrowers, any Borrower other Loan Party or other Obligor) any of their respective Subsidiaries or Affiliates, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender represents to of the Administrative Agent Lenders acknowledges that it (has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby, independently and without any reliance upon the Administrative Agent Agent, any other Lender or counsel to the Administrative Agent, or any other Lenderof their respective Related Parties, and based upon on the financial statements of the Borrowers, the other Loan Parties, and their respective Subsidiaries and Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of the Borrowers, the other Loan Parties, their respective 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 necessary or appropriate) has made its own appraisal, investigation and credit analysis . Each of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender Lenders also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent, any other Lender or counsel to the Administrative Agent or any other Lenderof their respective Related Parties, and based upon on such review, advice, documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor. Except as otherwise expressly provided in the Loan Documents, the . The Administrative Agent shall not have any duty or responsibility (a) be required to keep any Lender itself informed as to the performance or observance by any Borrower the Borrowers or any other Obligor Loan Party of its obligations 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 Borrowers, any other Loan Party or any of their respective Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent under this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, propertiesproperty, financial and other condition, prospects condition or creditworthiness of the Borrowers, any Borrower other Loan Party or any other Obligor Subsidiary or Affiliate thereof which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates)Related Parties. The Administrative Agent will make reasonable efforts to furnish to Each of the Lenders material information concerning Borrowers of which acknowledges that the Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall and is not be liable acting as counsel to any Lender for any failure to relay or furnish to such Lender any such informationLender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and its nor any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of any the Borrower or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender, any Swingline Lender or any Letter of Credit Issuer. Each Lender, each Swingline Lender represents and each Letter of Credit Issuer acknowledges to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each other Obligor Credit Party and has made its own decision to make its Loans credit extensions hereunder and to enter into this Agreement. Each Lender also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of any the Borrower or any other Obligor which Credit Party that may come into the possession of the Administrative Agent (or any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that each of the Administrative Agent (and its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have fact, or affiliates has not made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent or any affiliate thereof hereinafter taken (includingtaken, without limitation, including any review of the affairs of any the Borrower or the other Obligor) Credit Parties or any of their respective affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial financial, and other conditionconditions, prospects prospects, and creditworthiness of each the Borrower and each the other Obligor Credit Parties or their respective affiliates and has made its own decision to make its Loans hereunder and to enter into this Credit Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals appraisals, and decisions in taking or not taking action under this Credit Agreement, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial financial, and other conditionconditions, prospects prospects, and creditworthiness of each the Borrower and each the other ObligorCredit Parties and their respective affiliates. Except as otherwise for notices, reports, and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, propertiesproperty, financial and financial, or other conditionconditions, prospects prospects, or creditworthiness of any the Borrower or any other Obligor which Credit Party or any of their respective affiliates that may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact fact, or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor the Collateral Agent has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent hereinafter taken (includingor the Collateral Agent hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower or other Obligor) Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Collateral Agent to any LenderLender as to any matter, including whether the Administrative Agent or the Collateral Agent have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and the Collateral Agent that it (has, independently and without any reliance upon the Administrative Agent Agent, the Collateral Agent, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each their Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, the Collateral Agent, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the 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 Obligor. Except facilities set forth herein, as otherwise expressly provided in the Loan Documentsmay be applicable to such Lender, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documentsand either it, or (b) the Person exercising discretion in making its decision to inspect the books make, acquire and/or hold such commercial loans or properties of any Borrower or any other Obligor, or (c) 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, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Lender, each Fronting Bank, and each L/C Issuer expressly acknowledges and agrees (a) that none of the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor the Arranger has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent hereinafter taken (includingor the Arranger hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower or other Obligor) Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the 109 Arranger to any Lender, Fronting Bank or L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender Lender, Fronting Bank and each L/C Issuer represents to the Administrative Agent and the Arranger that it (has, independently and without any reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each their Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender Lender, Fronting Bank and each L/C Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties. Each Lender, Fronting Bank, and each other Obligor. Except as otherwise expressly provided 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 Loan Documentsordinary course and is entering into this Agreement as a Lender, Fronting Bank or L/C Issuer for the Administrative Agent shall purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, Fronting Bank or L/C Issuer, and not have any duty for the purpose of purchasing, acquiring or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or holding any other Obligor type of its obligations under financial instrument, and each Lender, each Fronting Bank and each L/C Issuer agrees not to assert a claim in contravention of the Loan Documentsforegoing. 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 (b) the Person exercising discretion in making its decision to inspect the books make, acquire and/or hold such commercial loans or properties of any Borrower or any other Obligor, or (c) 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, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower, any Borrower Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisalappraisal of, and an investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, any Borrower Guarantor or any other Obligor which Credit Party that may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts Each Lender represents and warrants that it is sophisticated with respect to furnish decisions to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; howevermake, in the absence of gross negligenceacquire and/or hold commercial loans and to provide other facilities set forth herein, willful misconduct or fraud, the Administrative Agent shall not as may be liable to any Lender for any failure to relay or furnish applicable to such Lender any Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such informationcommercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the LC Issuer expressly acknowledges and agrees (a) that none of the Administrative Agent, Collateral Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor the Arranger has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent, Collateral Agent hereinafter taken (includingor the Arranger hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower or other Obligor) Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the LC Issuer as to any matter, including whether the Administrative Agent, the Collateral Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the LC Issuer represents to the Administrative Agent, the Collateral Agent and the Arranger that it (has, independently and without any reliance upon the Administrative Agent Agents orAdministrative Agent, the Collateral Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of andof, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each their Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and the LC Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agents orAdministrative Agent, the Collateral Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Except as provided in Section 9.12, the Agents shall not have any duty or responsibility to provide any Credit Party with any other credit or other information concerning the affairs, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects and condition or businessand creditworthiness of each Borrower anythe Loan Party that may come intoParties. Each Lender and each other Obligor. Except as otherwise expressly provided the LC 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 Loan Documents, ordinary course and is entering into this Agreement as a Lender or LC Issuer for the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession possessionpurpose of the Administrative Agent (Agentsmaking, acquiring or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not holding commercial loans and providing other facilities set forth herein as may be liable to any Lender for any failure to relay or furnish applicable to such Lender or LC Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the LC Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and the LC 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 informationLender or such LC Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and its nor any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of any the Borrower or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender, the Swingline Lender or any Letter of Credit Issuer. Each Lender, the Swingline Lender and each Letter of Credit Issuer represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform 137 itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of any the Borrower or any other Obligor which Credit Party that may come into the possession of the Administrative Agent (or any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender (and, if applicable, each other Secured Party) expressly acknowledges and agrees (a) that neither the Administrative Agent (and its nor the Other Representatives or any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingor any Other Representative hereafter taken, without limitation, including any review of the affairs of a Loan Party or any Borrower or other Obligor) Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Other Representative to any LenderLender or any other Secured Party. Each Lender (and, if applicable, each other Secured Party) represents to the Administrative Agent and the Other Representatives that it (has, independently and without any reliance upon the Administrative Agent Agent, the Other Representatives or any other LenderLender or any other Secured Party, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisalappraisal of, and investigation and credit analysis of into, the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each other Obligor their Affiliates 136 and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender (and, if applicable, each other Secured Party) also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent Agent, the Other Representative or any other LenderLender or any other Secured Party, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents or any Specified Hedge Agreement, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each other Obligortheir Affiliates. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender or any other Secured Party with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any Borrower Loan Party or any other Obligor which Affiliate of a Loan Party that may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower, any Borrower Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisalappraisal of, and an investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, any Borrower Guarantor or any other Obligor which Credit Party that may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to Each Lender represents and warrants that (i) the Lenders material information concerning Borrowers Credit Documents set forth the terms of which the Administrative Agent has actual knowledge; howevera commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any ordinary course and is entering into this Agreement as a Lender for any failure to relay the purpose of making, acquiring or furnish holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender any agrees not to assert a claim in contravention of the 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 information.Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. 12.9

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and L/C Issuers expressly acknowledges and agrees (a) that neither the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor any of the Arrangers has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent hereinafter taken (includingor any of the Arrangers hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower Credit Party or other Obligor) any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any of the Arrangers to any Lenderof the Lenders or L/C Issuers as to any matter, including whether the Administrative Agent or any of the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender of the Lenders and L/C Issuers represents to the Administrative Agent and the Arrangers that it (has, independently and without any reliance upon the Administrative Agent Agent, any of the Arrangers, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Credit Parties and each their Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementCredit Agreement and to extend credit to the Borrowers hereunder. Each Lender of the Lenders and L/C Issuers also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, any of the Arrangers, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , 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 Credit Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Credit Parties. Each of the Lenders and each other Obligor. Except as otherwise expressly provided L/C Issuers 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 Loan Documentsordinary course and is entering into this Credit Agreement as a Lender or L/C Issuer for the purpose of making, the Administrative Agent shall not have any duty acquiring or responsibility (a) to keep any Lender informed holding commercial loans and providing other facilities set forth herein as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each of the Lenders and L/C Issuers agrees not to assert a claim in contravention of the foregoing. Each of the Lenders and L/C Issuers represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such informationLender or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Lender, Swingline Bank and LC Issuing Bank expressly acknowledges and agrees (a) that each of the Administrative Agent (and its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have or Affiliates has not made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent or any Affiliate thereof hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower, the Parent or any Borrower or other Obligor) of their respective Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender, Swingline Bank or LC Issuing Bank. Each Lender Lender, Swingline Bank and LC Issuing Bank represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, Swingline Bank or LC Issuing Bank, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other conditionconditions, prospects and creditworthiness of each Borrower the Borrower, the Parent or their respective Affiliates and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender Lender, Swingline Bank and LC Issuing Bank also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, Swingline Bank or LC Issuing Bank and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other conditionconditions, prospects and creditworthiness of each Borrower the Borrower, the Parent and each other Obligortheir respective Affiliates. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders, the Swingline Banks and the LC Issuing Banks by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender Lender, Swingline Bank or LC Issuing Bank with any credit or other information concerning the business, operations, assets, propertiesproperty, financial and or other conditionconditions, prospects or creditworthiness of any Borrower the Borrower, the Parent or any other Obligor their respective Affiliates which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that the no Administrative Agent (and its directors, officers, employees, agents, attorneysAgent-in-fact and Affiliates) have not Related Person has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any consent to and acceptance of any assignment or review of the affairs of any each Borrower or other Obligor) any of their Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by the any Administrative Agent Agent-Related Person to any Lender, 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 any reliance upon the any Administrative Agent Agent-Related Person or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower and each other Obligor its Subsidiaries and has Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its portion of the Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the any Administrative Agent Agent-Related Person or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and any Notes, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower and each other Obligortheir Subsidiaries and Affiliates. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, prospects, operations, assets, propertiesproperty, financial and other condition, prospects condition or creditworthiness of any either Borrower or any other Obligor of their Subsidiaries or Affiliates which may come into the possession of the any Administrative Agent (or any of its officers, directors, employees, agents, attorneysAgent-in-fact or Affiliates)Related Person. The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.8.7

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly and the Issuing Bank acknowledges and agrees (a) that the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not made any representations or warranties to such Lender and (b) that no act by the Administrative Agent hereinafter taken (including, without limitation, any review of the affairs of any Borrower or other Obligor) shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender and the Issuing Bank also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender, by delivering its signature page to this Agreement and will continue funding its Loans on the Effective Date, or delivering its signature page to make such investigations as an Assignment and Assumption, Incremental Facility Amendment or Refinancing Amendment pursuant to which it deems necessary or appropriate shall become a Lender hereunder, shall be deemed to inform itself as have acknowledged receipt of, and consented to the businessand approved, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower Loan Document and each other Obligor. Except as otherwise expressly provided in the Loan Documentsdocument required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date. No Lender shall not have any duty right individually to realize upon any of the Collateral or responsibility (a) to keep enforce any Lender informed as to Guarantee of the performance or observance by any Borrower or any other Obligor of its obligations Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which Documents may come into the possession of be exercised solely by the Administrative Agent (or any and Collateral Agent on behalf of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers in accordance with the terms thereof. In the event of which a foreclosure by the Administrative Agent has actual knowledge; however, in or Collateral Agent on any of the absence of gross negligence, willful misconduct Collateral pursuant to a public or fraudprivate sale or other disposition, the Administrative Agent, the Collateral Agent shall not be liable to 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 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 failure collateral payable by the Administrative Agent 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 relay or furnish have agreed to such Lender any such information.the foregoing provisions. 197

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that none of the Administrative Agent (and its Agent, the Fronting Banks nor any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations representation or warranties warranty to such Lender it and (b) that no act by the Administrative Agent or any such Person hereinafter taken (includingtaken, without limitation, including any review of the affairs of any the Borrower or other Obligor) and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Fronting Bank to any Lender. Each Lender represents to the Administrative Agent and each Fronting Bank that (i) it (has, independently and without any reliance upon the Administrative Agent or any other Lender, Lender and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assetsprospects, operations, properties, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, and each other Obligor its Subsidiaries and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants Agreement and represents that extend credit to the Credit Parties hereunder, and (ii) it (will, independently and without any reliance upon the Administrative Agent or any other Lender, Lender and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under this Agreement, the other Credit Documents and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, properties, financial and other condition, prospects condition and creditworthiness of each the Borrower and each other Obligorits Subsidiaries. Except as otherwise expressly provided in this Agreement and the Loan other Credit Documents, neither the Administrative Agent nor any Fronting Bank shall not have any duty or responsibility (a) to keep any Lender informed as to the performance responsibility, either initially or observance by any Borrower or any other Obligor of its obligations under the Loan Documentson a continuing basis, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, prospects, operations, assets, properties, financial and or other condition, prospects condition or creditworthiness of any the Borrower and its Subsidiaries or any other Obligor which Person that may at any time come into the possession of the Administrative Agent (Agent, any Fronting Bank or any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent Agent, NationsBanc Xxxxxxxxxx Securities, Inc. (and its "NMSI") nor any of their officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent Agent, NMSI or any affiliate thereof hereinafter taken (includingtaken, without limitation, including any review of the affairs of any Borrower or other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or NMSI to any Lender. Each Lender represents to the Administrative Agent and NMSI that it (has, independently and without any reliance upon the Administrative Agent or NMSI or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other conditionconditions, prospects and creditworthiness of each Borrower the Credit Parties and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Credit Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent Agent, NMSI or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will 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 will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other conditionconditions, prospects and creditworthiness of each Borrower and each other Obligorthe Credit Parties. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent and NMSI shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, propertiesproperty, financial and or other conditionconditions, prospects or creditworthiness of any Borrower or any other Obligor the Credit Parties which may come into the possession of the Administrative Agent (Agent, NMSI or any of its their officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender (and, if applicable, each other Secured Party) expressly acknowledges and agrees (a) that neither the Administrative Agent (and its nor the Other Representatives or any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingor any Other Representative hereafter taken, without limitation, including any review of the affairs of a Loan Party or any Borrower or other Obligor) Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Other Representative to any LenderLender or any other Secured Party. Each Lender (and, if applicable, each other Secured Party) represents to the Administrative Agent and the Other Representatives that it (has, independently and without any reliance upon the Administrative Agent Agent, the Other Representatives or any other LenderLender or any other Secured Party, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisalappraisal of, and investigation and credit analysis of into, the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each other Obligor their Affiliates and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender (and, if applicable, each other Secured Party) also covenants and represents that it (will, independently and 139139 without any reliance upon the Administrative Agent Agent, the Other Representative or any other LenderLender or any other Secured Party, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents or any Specified Hedge Agreement, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each other Obligortheir Affiliates. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender or any other Secured Party with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any Borrower Loan Party or any other Obligor which Affiliate of a Loan Party that may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and L/C Issuer expressly acknowledges and agrees (a) that the neither Administrative Agent (and its directorsnor L/C Issuer, officersthe Arranger, employees, agents, attorneys-in-fact and Affiliates) have not any other Lender nor any Related Party thereto has made any representations representation or warranties warranty to such Lender Person and (b) that no act by Administrative Agent, L/C Issuer, the Administrative Agent hereinafter taken (includingArranger or any other Lender hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower or any other Obligor) Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by Administrative Agent, L/C Issuer, the Administrative Agent Arranger or any Lender to any Lender. Each other Lender represents as to the Administrative Agent that it (independently and without any reliance upon matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and L/C Issuer acknowledges that it has, independently and without reliance upon Administrative Agent, L/C Issuer, the Arranger or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisalcredit 4858-2715-9620 v.17 87 analysis of, appraisal of, and investigation and credit analysis of into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each its Subsidiaries, and all applicable bank or other Obligor regulatory laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and L/C Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon Administrative Agent, L/C Issuer, the Administrative Agent Arranger or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower and each other Obligorthe Borrower. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to L/C Issuer or the Loan DocumentsLenders by Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide L/C Issuer or any Lender with any credit or other information concerning the business, operations, assetsProperty, propertiescondition (financial or otherwise), financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor Loan Party or the value of the Collateral or other Properties of Borrower or any other Loan Party or any other Person which may come into the possession of the Administrative Agent (or any of its officersRelated Parties. Each Lender and L/C Issuer 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, directorsacquiring or holding commercial loans, employees, agents, attorneys-in-fact issuing or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers participating in letters of which the Administrative Agent has actual knowledge; however, credit or providing other similar facilities in the absence ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of gross negligencemaking, willful misconduct acquiring or fraudholding commercial loans, the Administrative Agent shall not issuing or participating in letters of credit and providing other facilities set forth herein as may be liable to any Lender for any failure to relay or furnish applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire or hold commercial loans, issue or participate in letters of credit and to provide other facilities set forth herein, as may be applicable to such informationLender or L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans, issue or participate in letters of credit or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans, issue or participate in letters of credit or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges and agrees (a) that neither the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor any Arranger has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent hereinafter taken (includingor any Arranger hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of the Company or any Borrower or other Obligor) Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender or any L/C Issuer as to any matter, including whether the Administrative Agent or 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 any reliance upon the Administrative Agent Agent, such Arranger, any other Lender or any other Lender, of their respective Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Company and each its Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and each L/C Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their respective Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Company and its Subsidiaries. Each Lender and each other Obligor. Except as otherwise expressly provided in the Loan Documents, the Administrative Agent shall not have any duty or responsibility L/C Issuer represents and warrants that (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan DocumentsDocuments set forth the terms of a commercial lending facility, or and (b) to inspect the books it is engaged in making, acquiring or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, holding commercial loans in the absence ordinary course and is entering into this Agreement as a Lender or an L/C Issuer for the purpose of gross negligencemaking, willful misconduct acquiring or fraud, the Administrative Agent shall not holding commercial loans and providing other facilities set forth herein as may be liable to any Lender for any failure to relay or furnish applicable to such Lender or 107 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 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 informationLender or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and each L/C Issuer expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-advisors, counsel, attorneys in fact and Affiliates) have not or other affiliates has made any representations or warranties to such L/C Issuer or such Lender and (b) that no act by the Administrative Agent hereinafter taken (includinghereafter taken, without limitation, including any review of the affairs of the Borrower, any Borrower other Loan Party or any other Obligor) Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any L/C Issuer or any Lender. Each Lender represents to of the Administrative Agent Lenders and each L/C Issuer acknowledges that it (has, independently and without any reliance upon the Administrative Agent Agent, any other Lender or counsel to the Administrative Agent, or any other Lenderof their respective officers, directors, employees, agents or counsel, and based upon 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 necessary or appropriate) has , made its own appraisal, investigation credit and credit legal analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and the transactions contemplated hereby. Each Lender of the Lenders and each L/C Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent, any other Lender or counsel to the Administrative Agent or any other Lenderof their respective officers, directors, employees and agents, and based upon on such review, advice, documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor. Except as otherwise expressly provided in the Loan Documents, the . The Administrative Agent shall not have any duty or responsibility (a) be required to keep any Lender itself informed as to the performance or observance by any the Borrower or any other Obligor Loan Party of its obligations 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 any L/C Issuer by the Administrative Agent under this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) responsibility to provide any Lender or any L/C Issuer with any credit or other information concerning the business, operations, assets, propertiesproperty, financial and other condition, prospects condition or creditworthiness of the Borrower, any Borrower other Loan Party or any other Obligor Affiliate thereof which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-attorneys in fact or other Affiliates). The Administrative Agent will make reasonable efforts to furnish to Each of the Lenders material information concerning Borrowers of which and each L/C Issuer acknowledges that the Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall and is not be liable acting as counsel to any Lender for or any failure to relay or furnish to such Lender any such information.L/C Issuer. 113

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and its nor any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of any the Borrower or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender, the Swingline Lender or the Letter of Credit Issuer. Each Lender, the Swingline Lender and the Letter of Credit Issuer represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of an investigation and credit analysis of 118 into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of any the Borrower or any other Obligor which Credit Party that may come into the possession of the Administrative Agent (or any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and L/C Issuer expressly acknowledges and agrees (a) that the neither Administrative Agent (and its directorsnor L/C Issuer, officersthe Arranger, employees, agents, attorneys-in-fact and Affiliates) have not any other Lender nor any Related Party thereto has made any representations representation or warranties warranty to such Lender Person and (b) that no act by Administrative Agent, L/C Issuer, the Administrative Agent hereinafter taken (includingArranger or any other Lender hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower or any other Obligor) Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by Administrative Agent, L/C Issuer, the Administrative Agent Arranger or any Lender to any Lender. Each other Lender represents as to the Administrative Agent that it (independently and without any reliance upon matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and L/C Issuer acknowledges that it has, independently and without reliance upon Administrative Agent, L/C Issuer, the Arranger or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each its Subsidiaries, and all applicable bank or other Obligor regulatory laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and L/C Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon Administrative Agent, L/C Issuer, the Administrative Agent Arranger or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower and each other Obligorthe Borrower. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to L/C Issuer or the Loan DocumentsLenders by Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide L/C Issuer or any Lender with any credit or other information concerning the business, operations, assetsProperty, propertiescondition (financial or otherwise), financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor Loan Party or the value of the Collateral or other Properties of Borrower or any other Loan Party or any other Person which may come into the possession of the Administrative Agent (or any of its officersRelated Parties. Each Lender and L/C Issuer 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, directorsacquiring or holding commercial loans, employees, agents, attorneys-in-fact issuing or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers participating in letters of which the Administrative Agent has actual knowledge; however, credit or providing other similar facilities in the absence ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of gross negligencemaking, willful misconduct acquiring or fraudholding commercial loans, the Administrative Agent shall not issuing or participating in letters of credit and providing other facilities set forth herein as may be liable to any Lender for any failure to relay or furnish applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire or hold commercial loans, issue or participate in letters of credit and to provide other facilities set forth herein, as may be applicable to such informationLender or L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans, issue or participate in letters of credit or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans, issue or participate in letters of credit or providing such other facilities. CREDIT AGREEMENT – Page 118 [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower, any Borrower Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisalappraisal of, and an investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, any Borrower Guarantor or any other Obligor which Credit Party that may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to Each Lender represents and warrants that (i) the Lenders material information concerning Borrowers Credit Documents set forth the terms of which the Administrative Agent has actual knowledge; howevera commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any ordinary course and is entering into this Agreement as a Lender for any failure to relay the purpose of making, acquiring or furnish holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender any agrees not to assert a claim in contravention of the 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 information.Lender, and either it, -219- #95203802v2296160609v3 #96160609v5

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly and Issuing Bank acknowledges and agrees (a) that the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not made any representations or warranties to such Lender and (b) that no act by the Administrative Agent hereinafter taken (including, without limitation, any review of the affairs of any Borrower or other Obligor) shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent, the Revolver Facility Arrangers, the Sustainability Structuring Agent or any other LenderLender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender and Issuing Bank also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent, the Revolver Facility Arrangers, the Sustainability Structuring Agent or any other LenderLender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Without limitation of the foregoing, each Lender and will continue to make each Issuing Bank also acknowledges and agrees that (a) none of the Administrative Agent, the Sustainability Structuring Agent or the Revolver Facility Arrangers, acting in such investigations as it deems necessary or appropriate to inform itself capacities, have made any assurances as to (i) whether the businessterms and conditions of this Agreement and the other Loan Documents meets such Lender’s or Issuing Bank’s criteria or expectations with regard to environmental impact and sustainability performance, assetsand (ii) whether any characteristics of this Agreement and the other Loan Documents, operationsincluding the characteristics of the relevant key performance indicators to be determined in connection with any increase or decrease in the Applicable Rate for Loans and/or the Applicable Rate for Commitment Fees, propertiesincluding the Company’s environmental and sustainability criteria, financial meet any industry standards for sustainability-linked credit facilities and (b) each such Lender and Issuing Bank has performed its own independent investigation and analysis of this Agreement and the other conditionLoan Documents and whether this Agreement and the other Loan Documents meet such Xxxxxx’s criteria or expectations with regard to environmental impact and/or sustainability performance. Each Lender, prospects by delivering its signature page to this Agreement, or delivering its signature page to an Assignment and creditworthiness of Assumption or any other document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Borrower Loan Document and each other Obligor. Except as otherwise expressly provided in the Loan Documentsdocument required to be delivered to, or be approved by or satisfactory to, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct on or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish prior to such Lender any such informationdate and on the Effective Date.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and its nor any of their respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of any the Borrower or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender, the Swingline Lender or the Letter of Credit Issuer. Each Lender, the Swingline Lender and the Letter of Credit Issuer represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of an investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of any the Borrower or any other Obligor which Credit Party that may come into the possession of the Administrative Agent (or any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not made any representations or warranties to such Lender and (b) that no act by the Administrative Agent hereinafter taken (including, without limitation, any review of the affairs of any Borrower or other Obligor) shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (independently and without any reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it has deemed necessary or appropriate) has made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans Advances hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (independently and without any reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it shall deem necessary or appropriate) will continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor. Except as otherwise expressly provided in the Loan Documents, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers Borrower of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not made any representations or warranties to such Lender and (b) that no act by the Administrative Agent hereinafter taken (including, without limitation, any review of the affairs of any Borrower or other Obligor) shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender, by delivering its signature page to this Agreement and will continue funding its Loans on the Effective Date, or delivering its signature page to make such investigations as an Assignment and Assumption pursuant to which it deems necessary or appropriate shall become a Lender hereunder, shall be deemed to inform itself as have acknowledged receipt of, and consented to the businessand approved, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower Loan Document and each other Obligor. Except as otherwise expressly provided in the Loan Documentsdocument required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders. No Lender shall not have any duty right individually to realize upon any of the Collateral or responsibility (a) to keep enforce any Lender informed as to Guarantee of the performance or observance by any Borrower or any other Obligor of its obligations Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which Documents may come into the possession of be exercised solely by the Administrative Agent (or any and Collateral Agent on behalf of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers in accordance with the terms thereof. In the event of which a foreclosure by the Administrative Agent has actual knowledge; however, in or Collateral Agent on any of the absence of gross negligence, willful misconduct Collateral pursuant to a public or fraudprivate sale or other disposition, the Administrative Agent, the Collateral Agent shall not be liable to 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 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 failure collateral payable by the Administrative Agent 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 relay or furnish have agreed to such Lender any such informationthe foregoing provisions.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the LC Issuer expressly acknowledges and agrees (a) that none of the Administrative Agent, Collateral Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor the Arranger has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent, Collateral Agent hereinafter taken (includingor the Arranger hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower or other Obligor) Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the LC Issuer as to any matter, including whether the Administrative Agent, the Collateral Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the LC Issuer represents to the Administrative Agent, the Collateral Agent and the Arranger that it (has, independently and without any reliance upon the Administrative Agent Agent, the Collateral Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each their Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and the LC Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, the Collateral Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties. Each Lender and each other Obligor. Except as otherwise expressly provided the LC 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 Loan Documentsordinary course and is entering into this Agreement as a Lender or LC Issuer for the purpose of making, the Administrative Agent shall not have any duty acquiring or responsibility (a) to keep any Lender informed holding commercial loans and providing other facilities set forth herein as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish applicable to such Lender or LC Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the LC Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and the LC 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 informationLender or such LC Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges and agrees (a) that neither the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor any Arranger or Bookrunner has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent hereinafter taken (including, without limitationAgent, any Arranger or any Bookrunner hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Borrower or other Obligor) Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent Agent, any Arranger or any Bookrunner to any LenderLender or any L/C Issuer as to any matter, including whether the Administrative Agent, any Arranger or any Bookrunner has disclosed material information in its (or its Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent Agent, the Arrangers and the Bookrunners that it (has, independently and without any reliance upon the Administrative Agent Agent, any Arranger, any Bookrunner or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each their Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, the Arranger, any Bookrunner, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties. Each Lender and each other Obligor. Except as otherwise expressly provided 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 Loan Documentsordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, the Administrative Agent shall not have any duty acquiring or responsibility (a) to keep any Lender informed holding commercial loans and providing other facilities set forth herein as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and each L/C Issuer represents and warrants that it 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 informationLender or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor the Collateral Agent has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent hereinafter taken (includingor the Collateral Agent hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower or other Obligor) Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Collateral Agent to any LenderLender as to any matter, including whether the Administrative Agent or the Collateral Agent have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and the Collateral Agent that it (has, independently and without any reliance upon the Administrative Agent Agent, the Collateral Agent, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each their Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, the Collateral Agent, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the 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 Obligor. Except facilities set forth herein, as otherwise expressly provided in the Loan Documentsmay be applicable to such Lender, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documentsand either it, or (b) the Person exercising discretion in making its decision to inspect the books make, acquire and/or hold such commercial loans or properties of any Borrower or any other Obligor, or (c) 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, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates)facilities. The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationLEGAL_US_E # 171984019.2 [Intentionally Omitted]. .

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each Letter of Credit Issuer expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not Related Parties has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower any Borrower Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender, any Letter of Credit Issuer or any of their respective Related Parties. Each Lender represents to the Administrative Agent that it (has, independently and without reliance upon the Administrative Agent or any other Lender, any Letter of Credit Issuer or any 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, operations, property, financial and other condition and creditworthiness of the Borrower any Guarantor and any other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it has deemed necessary or appropriate) has made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, any Borrower Guarantor or any other Obligor which Credit Party that may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.12.7

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Lender, each Fronting Bank, and each L/C Issuer expressly acknowledges and agrees (a) that none of the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor the Arranger has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent hereinafter taken (includingor the Arranger hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower or other Obligor) Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any Lender, Fronting Bank or L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender Lender, Fronting Bank and each L/C Issuer represents to the Administrative Agent and the Arranger that it (has, independently and without any reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each their Subsidiaries, and all 120 applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender Lender, Fronting Bank and each L/C Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties. Each Lender, Fronting Bank, and each other Obligor. Except as otherwise expressly provided 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 Loan Documentsordinary course and is entering into this Agreement as a Lender, Fronting Bank or L/C Issuer for the Administrative Agent shall purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, Fronting Bank or L/C Issuer, and not have any duty for the purpose of purchasing, acquiring or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or holding any other Obligor type of its obligations under financial instrument, and each Lender, each Fronting Bank and each L/C Issuer agrees not to assert a claim in contravention of the Loan Documentsforegoing. 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 (b) the Person exercising discretion in making its decision to inspect the books make, acquire and/or hold such commercial loans or properties of any Borrower or any other Obligor, or (c) 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, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges and agrees (a) that none of the Administrative Agent (and its directorsAgent, officers, employees, agents, attorneys-in-fact and Affiliates) have not the Sustainability Coordinator nor the Arrangers has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent hereinafter taken (includingAgent, without limitationthe Sustainability Coordinator or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Borrower or other Obligor) Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent Agent, the Sustainability Coordinator or the Arrangers to any LenderLender or each L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent Agent, the Sustainability Coordinator and the Arranger that it (has, independently and without any reliance upon the Administrative Agent Agent, the Sustainability Coordinator, the Arrangers, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each their Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Company hereunder. Each Lender and each L/C Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, the Sustainability Coordinator, the Arrangers, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties. Each Lender and each other Obligor. Except as otherwise expressly provided 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 Loan Documentsordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, the Administrative Agent shall not have any duty acquiring or responsibility (a) to keep any Lender informed holding commercial loans and providing other facilities set forth herein as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and each L/C Issuer represents and warrants that it 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 informationLender or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans AMERICAS/2022747386.20 or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly agrees and acknowledges that it has, independently and agrees (a) that without reliance on the Administrative Agent (or any other Lender, and based on such documents and information as it has deemed appropriate, made its directorsown credit analysis and appraisal of, officersand investigation into the business, employeesoperations, agentsproperty, attorneys-in-fact assets, financial and Affiliates) have not other condition and creditworthiness of, the Borrower and made any representations or warranties its own decision to such Lender enter into this Agreement make the Loans and (b) that no act by the Administrative Agent hereinafter taken (including, without limitation, any review of the affairs of any Borrower or other Obligor) shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it has deemed necessary or appropriate) has made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, Agreement and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, assets, financial and other condition, prospects condition and creditworthiness of each the Borrower and its Affiliates. The Administrative Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of this Agreement, the other Loan Documents or any other document referred to or provided for herein or to inspect the properties or books of the Borrower. The Administrative Agent shall give prompt notice to each other ObligorLender of each notice or request required or permitted to be given to the Administrative Agent by the Borrower pursuant to the terms of this Agreement (unless concurrently delivered to the Lenders by the Borrower). Except as otherwise expressly provided The Administrative Agent shall distribute to each Lender each document or instrument received by the Administrative Agent from the Borrower for distribution to the Lenders by the Administrative Agent in accordance with the terms of the Loan Documents. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder (as to which the Administrative Agent only shall have the duty to forward what it has received), the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, propertiesaffairs, financial and other condition, prospects condition or creditworthiness business of any the Borrower or any other Obligor which of its Affiliates that may come into the Administrative Agent’s possession or that of any of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Agent’s Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraudIn addition, the Administrative Agent shall not and its Affiliates may be liable engaged in a broad range of transactions that involve interests that differ from, and may conflict with, those of the Borrower and its Affiliates, and neither the Administrative Agent nor any of its Affiliates has any obligation to any Lender for any failure to relay or furnish to such Lender disclose any such informationinterest by virtue of any advisory agency or fiduciary relationship or otherwise.

Non-Reliance on Administrative Agent and Other Lenders. Each Issuing Bank, the Swing Line Lender and each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includinghereinafter, without limitation, including any review of the affairs of any the Parent Borrower or other Obligor) any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to either Issuing Bank, the Swing Line Lender or any Lender. Each Issuing Bank, the Swing Line Lender and each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent Agent, the Issuing Banks, the Swing Line Lender or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has appropriate made its own appraisal, evaluation of and investigation and credit analysis of into the business, assets, operations, propertiesProperty, financial and other condition, prospects condition and creditworthiness of each the Parent Borrower and each other Obligor its Subsidiaries and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Issuing Bank, the Swing Line Lender and each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent Agent, the Issuing Banks, the Swing Line Lender or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will Table of Contents appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreementany Loan Document, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesProperty, financial and other condition, prospects condition and creditworthiness of each the Parent Borrower and each other Obligorits Subsidiaries. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsIssuing Banks, the Swing Line Lender and/or the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide the Issuing Banks, the Swing Line Lender or any Lender with any credit or other information concerning the business, operations, assets, propertiesProperty, financial and other condition, prospects condition or creditworthiness of the Parent Borrower and its Subsidiaries which at any Borrower or any other Obligor which time may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges and agrees (a) that none of the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor the ArrangerArrangers has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent hereinafter taken (includingor the ArrangerArrangers hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower Loan Party or other Obligor) any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or theany Arranger to any LenderLender or each L/C Issuer as to any matter, including whether the Administrative Agent or theany 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 ArrangerArrangers that it (has, independently and without any reliance upon the Administrative Agent Agent, theany Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each their Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, theany Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties. Each Lender and each other Obligor. Except as otherwise expressly provided 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 Loan Documentsordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, the Administrative Agent shall not have any duty acquiring or responsibility (a) to keep any Lender informed holding commercial loans and providing other facilities set forth herein as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and each L/C Issuer represents and warrants that it 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 informationLender or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges and agrees (a) that none of the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor any Agent has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent hereinafter taken (includingor any Agent hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower or other Obligor) Credit Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent to any LenderLender or any L/C Issuer as to any matter, including whether the Administrative Agent or any Agent has disclosed material information in its (or its Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Agents that it (has, independently and without any reliance upon the Administrative Agent Agent, the Agents, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Credit Parties and each their respective Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this Agreement and to extend credit to the Borrowers hereunder and will continue to make its own decision 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 and each L/C Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, the Agents, any other Lender or any other Lender, of their respective Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Credit Parties. Each Lender and each other Obligor. Except as otherwise expressly provided 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 Loan Documentsordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, the Administrative Agent shall not have any duty acquiring or responsibility (a) to keep any Lender informed holding commercial loans and providing other facilities set forth herein as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and each L/C Issuer represents and warrants that it 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 informationLender or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each of the Issuing Bank, the Swing Line Lender and each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includinghereinafter, without limitation, including any review of the affairs of any the Parent Borrower or other Obligor) any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to the Issuing Bank, the Swing Line Lender or any Lender. Each of the Issuing Bank, the Swing Line Lender and each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent Agent, the Issuing Bank, the Swing Line Lender or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has appropriate made its own appraisal, evaluation of and investigation and credit analysis of into the business, assets, operations, propertiesProperty, financial and other condition, prospects condition and creditworthiness of each the Parent Borrower and each other Obligor its Subsidiaries and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each of the Issuing Bank, the Swing Line Lender and each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent Agent, the Issuing Bank, the Swing Line Lender or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreementany Loan Document, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesProperty, financial and other condition, prospects condition and creditworthiness of each the Parent Borrower and each other Obligorits Subsidiaries. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsIssuing Bank, the Swing Line Lender and/or the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide the Issuing Bank, the Swing Line Lender or any Lender with any credit or other information concerning the business, operations, assets, propertiesProperty, financial and other condition, prospects condition or creditworthiness of the Parent Borrower and its Subsidiaries which at any Borrower or any other Obligor which time may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and each L/C Issuer expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-advisors, counsel, attorneys in fact and Affiliates) have not or other affiliates has made any representations or warranties to such L/C Issuer or such Lender and (b) that no act by the Administrative Agent hereinafter taken (includinghereafter taken, without limitation, including any review of the affairs of the Borrower, any Borrower other Loan Party or any other Obligor) Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any L/C Issuer or any Lender. Each Lender represents to of the Administrative Agent Lenders and each L/C Issuer acknowledges that it (has, independently and without any reliance upon the Administrative Agent Agent, any other Lender or counsel to the Administrative Agent, or any other Lenderof their respective officers, directors, employees, agents or counsel, and based upon 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 necessary or appropriate) has , made its own appraisal, investigation credit and credit legal analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and the transactions contemplated hereby. Each Lender of the Lenders and each L/C Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent, any other Lender or counsel to the Administrative Agent or any other Lenderof their respective officers, directors, employees and agents, and based upon on such review, advice, documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor. Except as otherwise expressly provided in the Loan Documents, the . The Administrative Agent shall not have any duty or responsibility (a) be required to keep any Lender itself informed as to the performance or observance by any the Borrower or any other Obligor Loan Party of its obligations 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 any L/C Issuer by the Administrative Agent under this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) responsibility to provide any Lender or any L/C Issuer with any credit or other information concerning the business, operations, assets, propertiesproperty, financial and other condition, prospects condition or creditworthiness of the Borrower, any Borrower other Loan Party or any other Obligor Affiliate thereof which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-attorneys in fact or other Affiliates). The Administrative Agent will make reasonable efforts to furnish to Each of the Lenders material information concerning Borrowers of which and each L/C Issuer acknowledges that the Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall and is not be liable acting as counsel to any Lender for or any failure to relay or furnish to such Lender any such informationL/C Issuer.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Lender, each Fronting Bank, and each L/C Issuer expressly acknowledges and agrees (a) that none of the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor the Arranger has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent hereinafter taken (includingor the Arranger hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower or other Obligor) Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any Lender, Fronting Bank or L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender Lender, Fronting Bank and each L/C Issuer represents to the 107 Administrative Agent and the Arranger that it (has, independently and without any reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each their Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender Lender, Fronting Bank and each L/C Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties. Each Lender, Fronting Bank, and each other Obligor. Except as otherwise expressly provided 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 Loan Documentsordinary course and is entering into this Agreement as a Lender, Fronting Bank or L/C Issuer for the Administrative Agent shall purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, Fronting Bank or L/C Issuer, and not have any duty for the purpose of purchasing, acquiring or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or holding any other Obligor type of its obligations under financial instrument, and each Lender, each Fronting Bank and each L/C Issuer agrees not to assert a claim in contravention of the Loan Documentsforegoing. 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 (b) the Person exercising discretion in making its decision to inspect the books make, acquire and/or hold such commercial loans or properties of any Borrower or any other Obligor, or (c) 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, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that the Administrative Agent (and its directors, officers, employees, agentsAdministrative Agents, attorneys-in-fact and Affiliates) have not made any representations or warranties to such Lender and (b) that no act by the Administrative Agent hereinafter taken (including, without limitation, any review of the affairs of any Borrower or other Obligor) shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (independently and without any reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it has deemed necessary or appropriate) has made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (independently and without any reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it shall deem necessary or appropriate) will continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor. Except as otherwise expressly provided in the Loan Documents, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agentsAdministrative Agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers Borrower of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that none of the Administrative Agent, the Revolving Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not nor the Arranger has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent, the Revolving Administrative Agent hereinafter taken (includingor the Arranger hereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower or other Obligor) Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent, the Revolving Administrative Agent or the Arranger to any LenderLender as to any matter, including whether the Administrative Agent, the Revolving Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent, the Revolving Administrative Agent and the Arranger that it (has, independently and without any reliance upon the Administrative Agent, the Revolving Administrative Agent the Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties and each their Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, 150 and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent, the Revolving Administrative Agent the Arranger, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties. Each Lender represents and each other Obligor. Except as otherwise expressly provided 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 Loan Documentsordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, the Administrative Agent shall not have any duty acquiring or responsibility (a) to keep any Lender informed holding commercial loans and providing other facilities set forth herein as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the 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 informationLender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that none of the Administrative Agent (and its directorsAgent, officers, employees, agents, attorneys-in-fact and Affiliates) have not the Arranger nor the Syndication Agents has made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent hereinafter taken (includingAgent, without limitationthe Arranger or the Syndication Agents hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any the Borrower or other Obligor) any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent Agent, the Arranger or the Syndication Agents to any LenderLender as to any matter, including whether the Administrative Agent, the Arranger or the Syndication Agents have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent Agent, the Arranger and the Syndication Agents that it (has, independently and without any reliance upon the Administrative Agent Agent, the Arranger, the Syndication Agents, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of of, appraisal of, and investigation into, the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each its Subsidiaries, and all applicable bank or other Obligor regulatory Laws relating to the transactions contemplated hereby, and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, the Arranger, the Syndication Agents, any other Lender or any other Lender, of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower. 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 the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the 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 Obligor. Except facilities set forth herein, as otherwise expressly provided in the Loan Documentsmay be applicable to such Lender, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documentsand either it, or (b) the Person exercising discretion in making its decision to inspect the books make, acquire and/or hold such commercial loans or properties of any Borrower or any other Obligor, or (c) 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, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower, the Canadian Borrower, any Borrower Guarantor, any Canadian Subsidiary Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, the Canadian Borrower, any Guarantor, any Canadian Subsidiary Guarantor and each any other Obligor Credit Party and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such 117 documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, the Canadian Borrower, any Guarantor, any Canadian Subsidiary Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, the Canadian Borrower, any Borrower Guarantor, any Canadian Subsidiary Guarantor or any other Obligor which Credit Party that may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each Letter of Credit Issuer expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not Related Parties has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of the Borrower any Borrower Guarantor or any other Obligor) Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender, any Letter of Credit Issuer or any of their respective Related Parties. Each Lender represents to the Administrative Agent that it (has, independently and without reliance upon the Administrative Agent or any other Lender, any Letter of Credit Issuer or any 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, operations, property, financial and other condition and creditworthiness of the Borrower any Guarantor and any other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it has deemed necessary or appropriate) has made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this AgreementAgreement and the other Credit 128 Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Borrower, any Guarantor and each any other ObligorCredit Party. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, assets, operations, assets, properties, financial and other condition, prospects or creditworthiness of the Borrower, any Borrower Guarantor or any other Obligor which Credit Party that may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C-BA Issuer expressly acknowledges and agrees (a) that the Administrative Agent (and its directors, officers, employees, agents, attorneys-in-fact and Affiliates) have has not made any representations representation or warranties warranty to such Lender it, and (b) that no act by the Administrative Agent hereinafter taken (includinghereafter taken, without limitationincluding any consent to, and acceptance of any assignment or review of the affairs of any Borrower Loan Party or other Obligor) any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender or each L/C-BA Issuer as to any matter, including whether the Administrative Agent has disclosed material information in its (or its Related Parties’) possession. Each Lender represents to the Administrative Agent and each L/C-BA Issuer acknowledges that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender and each L/C-BA Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assetsprospects, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Loan Parties. Each Lender and each other Obligor. Except as otherwise expressly provided L/C-BA 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 Loan Documentsordinary course and is entering into this Agreement as a Lender or L/C-BA Issuer for the purpose of making, the Administrative Agent shall not have any duty acquiring or responsibility (a) to keep any Lender informed holding commercial loans and providing other facilities set forth herein as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assets, properties, financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish applicable to such Lender or L/C-BA Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C-BA Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and each L/C-BA 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 informationLender or such L/C-BA Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-attorneys in fact and Affiliates) have not or affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includinghereafter taken, without limitation, including any review of the affairs of any Borrower or other Obligor) any Subsidiary or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisalappraisal of, and investigation and credit analysis of into, the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower and each other Obligor its Subsidiaries and has their Affiliates and made its own credit analysis and decision to make its Loans Advances hereunder and to enter into this Agreement. Each Lender also covenants and represents agrees that it (will, independently and without any reliance upon the Administrative Agent or any other LenderLender or any of their Related Parties, and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower and each other Obligorits Subsidiaries and their Affiliates. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have any no duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any Borrower or any other Obligor which Subsidiary or any Affiliate thereof that may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationRelated Parties.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and each L/C Issuer expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-advisors, counsel, attorneys in fact and Affiliates) have not or other affiliates has made any representations or warranties to such L/C Issuer or such Lender and (b) that no act by the Administrative Agent hereinafter taken (includinghereafter taken, without limitation, including any review of the affairs of the Borrower, any Borrower other Loan Party or any other Obligor) Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any L/C Issuer or any Lender. Each Lender represents to of the Administrative Agent Lenders and each L/C Issuer acknowledges that it (has, independently and without any reliance upon the Administrative Agent Agent, any other Lender or counsel to the Administrative Agent, or any other Lenderof their respective officers, directors, employees, agents or counsel, and based upon 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 necessary or appropriate) has , made its own appraisal, investigation credit and credit legal analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this AgreementAgreement and the transactions contemplated hereby. Each Lender of the Lenders and each L/C Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent, any other Lender or counsel to the Administrative Agent or any other Lenderof their respective officers, directors, employees and agents, and based upon on such review, advice, documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor. Except as otherwise expressly provided in the Loan Documents, the . The Administrative Agent shall not have any duty or responsibility (a) be required to keep any Lender itself informed as to the performance or observance by any the Borrower or any other Obligor Loan Party of its obligations 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 any L/C Issuer by the Administrative Agent under this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) responsibility to provide any Lender or any L/C Issuer with any credit or other information concerning the business, operations, assets, propertiesproperty, financial and other condition, prospects condition or creditworthiness of the Borrower, any Borrower other Loan Party or any other Obligor Affiliate thereof which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-attorneys in fact or other Affiliates). The Administrative Agent will make reasonable efforts to furnish to Each of the Lenders material information concerning Borrowers of which and each L/C Issuer acknowledges that the Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall and is not be liable acting as counsel to any Lender for or any failure to relay or furnish to such Lender any such information.L/C Issuer. 117

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not counsel, attorneys‑in‑fact or other Affiliates has made any representations or warranties to such Lender and (b) that no act by the Administrative Agent hereinafter taken (includinghereafter taken, without limitation, including any review of the affairs of the Borrower, any Borrower other Loan Party or other Obligor) any of their respective Subsidiaries or Affiliates, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender represents to of the Administrative Agent Lenders acknowledges that it (has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby, independently and without any reliance upon the Administrative Agent Agent, any other Lender or counsel to the Administrative Agent, or any other Lenderof their respective officers, directors, employees, agents or counsel, and based upon on the financial statements of the Borrower, the other Loan Parties, and their respective Subsidiaries and Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of the Borrower, the other Loan Parties, their respective 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 necessary or appropriate) has made its own appraisal, investigation and credit analysis . Each of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender Lenders also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent, any other Lender or counsel to the Administrative Agent or any other Lenderof their respective officers, directors, employees and agents, and based upon on such review, advice, documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and will continue to make such investigations as it deems necessary or appropriate to inform itself as to the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor. Except as otherwise expressly provided in the Loan Documents, the . The Administrative Agent shall not have any duty or responsibility (a) be required to keep any Lender itself informed as to the performance or observance by any the Borrower or any other Obligor Loan Party of its obligations 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 of their respective Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent under this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, propertiesproperty, financial and other condition, prospects condition or creditworthiness of the Borrower, any Borrower other Loan Party or any other Obligor Subsidiary or Affiliate thereof which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact attorneys‑in‑fact or other Affiliates). The Administrative Agent will make reasonable efforts to furnish to Each of the Lenders material information concerning Borrowers of which acknowledges that the Administrative Agent's legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall and is not be liable acting as counsel to any Lender for any failure to relay or furnish to such Lender any such informationLender.

Non-Reliance on Administrative Agent and Other Lenders. Each of the Issuing Banks and each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includinghereinafter, without limitation, including any review of the affairs of any Borrower the Parent or other Obligor) the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each of the Issuing Banks and each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent Agent, any Issuing Bank or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has appropriate made its own appraisal, evaluation of and investigation and credit analysis of into the business, assets, operations, propertiesProperty, financial and other condition, prospects condition and creditworthiness of each the Parent and the Borrower and each other Obligor the value and has Lien status of any collateral security and made its own decision to make its Loans hereunder and to enter into this Agreement. Each of the Issuing Banks and each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent Agent, any Issuing Bank or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreementany Loan Document, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesProperty, financial and other condition, prospects condition and creditworthiness of each the Parent and the Borrower and each other Obligorthe value and Lien status of any collateral security. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsIssuing Banks and/or the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Issuing Bank or any Lender with any credit or other information concerning the business, operations, assets, propertiesProperty, financial and other condition, prospects condition or creditworthiness of the Parent or the Borrower which at any Borrower or any other Obligor which time may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender (and, if applicable, each other Secured Party) expressly acknowledges and agrees (a) that the neither Administrative Agent (and its Agent, Co-Lead Arrangers, nor any of their respective officers, directors, officers, employees, agents, attorneys-in-attorneys in fact and Affiliates) or Affiliates have not made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingor any Co-Arranger hereafter taken, without limitation, including any review of the affairs of a Credit Party or any Borrower or other Obligor) Affiliate of a Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (independently and without any reliance upon the Administrative Agent or any Co-Arranger to any Lender or any other LenderSecured Party. Each Lender (and, if applicable, each other Secured Party) represents to Administrative Agent and Co-Lead Arrangers that it has, independently and without reliance upon Administrative Agent, any Co-Lead Arranger, any other Lender or any other Secured Party, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Credit Parties and each other Obligor their Affiliates and has made its own decision to make its Loans hereunder and to enter into this Agreementhereunder. Each Lender (and, if applicable, each other Secured Party) also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent Agent, any Co-Lead Arranger, any other Lender or any other LenderSecured Party, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower the Credit Parties and each other Obligortheir Affiliates. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan Documents, the Lenders by Administrative Agent or any Co-Arranger hereunder, Administrative Agent and Co-Lead Arrangers shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender or any other Secured Party with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any Borrower Credit Party or any other Obligor which Affiliate of a Credit Party that may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-attorneys in fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such information.

Non-Reliance on Administrative Agent and Other Lenders. Each of the Issuing Bank and each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its respective officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includinghereinafter, without limitation, including any review of the affairs of any the Borrower or other Obligor) any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each of the Issuing Bank and each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent Agent, the Issuing Bank or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has appropriate made its own appraisal, evaluation of and investigation and credit analysis of into the business, assets, operations, propertiesProperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each other Obligor the value and has Lien status of any collateral security and made its own decision to make its Loans hereunder and to enter into this Agreement. Each of the Issuing Bank and each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent Agent, the Issuing Bank or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreementany Loan Document, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesProperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each other Obligorthe value and Lien status of any collateral security. Except as otherwise for notices, reports and other documents expressly provided in required to be furnished to the Loan DocumentsIssuing Bank and/or the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide the Issuing Bank or any Lender with any credit or other information concerning the business, operations, assets, propertiesProperty, financial and other condition, prospects condition or creditworthiness of the Borrower which at any Borrower or any other Obligor which time may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable to any Lender for any failure to relay or furnish to such Lender any such informationaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees (a) that neither the Administrative Agent (and nor any of its officers, directors, officers, employees, agents, attorneys-in-fact and Affiliates) have not or Affiliates has made any representations or warranties to such Lender it and (b) that no act by the Administrative Agent hereinafter taken (includingtaken, without limitation, including any review of the affairs of any Borrower or other Obligor) the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it (has, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, appraisal of and investigation and credit analysis of into the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each the Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender also covenants and represents that it (will, independently and without any reliance upon the Administrative Agent or any other Lender, and based upon on such documents and information as it shall deem necessary or appropriate) will appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and will continue to make such investigations investigation as it deems necessary or appropriate to inform itself as to the business, assets, operations, propertiesproperty, financial and other condition, prospects condition and creditworthiness of each Borrower and each other Obligorthe Borrower. Except as otherwise for notices, reports and other documents expressly provided required to be furnished to the Lenders by the Administrative Agent hereunder or expressly requested by any Lender in the Loan Documentswriting, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documents, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assetsproperty, properties, condition (financial and other conditionor otherwise), prospects or creditworthiness of any the Borrower or any other Obligor which may come into the possession of the Administrative Agent (or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers of which the Administrative Agent has actual knowledge; however, in the absence of gross negligence, willful misconduct or fraud, the Administrative Agent shall not be liable required to keep itself informed as to the performance or observance by the Borrower of this Agreement or any Lender other Loan Document or any other document referred to or provided for herein or therein or to inspect the properties or books of the Borrower. The Administrative Agent shall not be required to file this Agreement, any failure other Loan Document or any document or instrument referred to relay herein or furnish therein, for record or give notice of this Agreement, any other Loan Document or any document or instrument referred to such Lender any such informationherein or therein, to anyone.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and L/C Issuer, expressly acknowledges and agrees (a) that the neither Administrative Agent (and its directorsnor L/C Issuer, officersany Arranger, employees, agents, attorneys-in-fact and Affiliates) have not any other Lender nor any Related Party thereto has made any representations representation or warranties warranty to such Lender Person and (b) that no act by the Administrative Agent hereinafter taken (includingAgent, without limitationL/C Issuer, any Arranger or any other Lender hereafter taken, including any review of the affairs of any Borrower or any other Obligor) Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent Agent, L/C Issuer, any Arranger or any Lender to any other Lender. Each Lender represents to the Administrative Agent and L/C Issuer acknowledges that it (has, independently and without any reliance upon the Administrative Agent Agent, L/C Issuer, any Arranger or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it has deemed necessary or appropriate) has , made its own appraisal, investigation and credit analysis of the business, assets, operations, properties, financial and other condition, prospects and creditworthiness of each Borrower and each other Obligor and has made its own decision to make its Loans hereunder and to enter into this Agreement. Each Lender Lender, and L/C Issuer also covenants and represents acknowledges that it (will, independently and without any reliance upon the Administrative Agent Agent, L/C Issuer, any Arranger or any other Lender, Lender or any of their Related Parties and based upon on such documents and information as it shall from time to time deem necessary or appropriate) will , continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, and will continue to make such investigations as it deems necessary any other Loan Document or appropriate to inform itself as to the businessany related agreement or any document furnished hereunder or thereunder. Except for notices, assets, operations, properties, financial reports and other conditiondocuments expressly required to be furnished to L/C Issuer, prospects and creditworthiness of each Borrower and each other Obligor. Except as otherwise expressly provided in or the Loan DocumentsLenders by Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility (a) to keep any Lender informed as to the performance or observance by any Borrower or any other Obligor of its obligations under the Loan Documentsprovide L/C Issuer, or (b) to inspect the books or properties of any Borrower or any other Obligor, or (c) to provide any Lender with any credit or other information concerning the business, operations, assetsProperty, propertiescondition (financial or otherwise), financial and other condition, prospects or creditworthiness of any Borrower or any other Obligor Loan Party or the value of the Collateral or other Properties of Borrower or any other Loan Party or any other Person which may come into the possession of the Administrative Agent (or any of its officersRelated Parties. Each Lender and L/C Issuer 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, directorsacquiring or holding commercial loans, employees, agents, attorneys-in-fact issuing or Affiliates). The Administrative Agent will make reasonable efforts to furnish to the Lenders material information concerning Borrowers participating in letters of which the Administrative Agent has actual knowledge; however, credit or providing other similar facilities in the absence ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of gross negligencemaking, willful misconduct acquiring or fraudholding commercial loans, the Administrative Agent shall not issuing or participating in letters of credit and providing other facilities set forth herein as may be liable to any Lender for any failure to relay or furnish applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire or hold commercial loans, issue or participate in letters of credit and to provide other facilities set forth herein, as may be applicable to such information.Lender or L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans, issue or participate in letters of credit or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans, issue or participate in letters of credit or providing such other facilities. CREDIT AGREEMENT – Page 146