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

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

Non-Reliance on Administrative Agent. The Lender Lead Arrangers and Other Banks. Each Bank expressly acknowledges that neither the Administrative Agent Agents and the Lead Arrangers nor any of its their respective officers, directors, employees, agents, advisors, attorneys in attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by the Administrative any Agent or any Lead Arranger hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Borrower, shall be deemed to constitute any representation or warranty by the Administrative any Agent or any Lead Arranger, as applicable, to the Lenderany Bank. The Lender Each Bank represents to the Administrative Agent Agents and the Lead Arrangers that it has, independently and without reliance upon the Administrative any Agent, any Lead Arranger or any other Bank, 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 Loan Parties and their Affiliates Borrower and made its own decision to make its Loans hereunder and enter into this Loan Agreement. The Lender Each Bank also represents that it will, independently and without reliance upon the Administrative any Agent, any Lead Arranger or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Loan Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lender Banks by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide the Lender any Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party the Borrower that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, advisors, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent. The Each of each Lender expressly and each Issuing Bank acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to the Lender. The Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Loan Agreement. The Each of each Lender and each Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, Agent or any other Lender or any of their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Loan Agreement and the Agreement, any other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesDocument or related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lender Lenders and the Issuing Banks by the Administrative Agent hereunderherein, the Administrative Agent shall not have any duty or responsibility to provide the any Lender or any Issuing Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any of the Loan Party Parties or any Affiliate of a Loan Party that their respective Affiliates which may come into the possession of the Administrative Agent or any of its officersRelated Parties. Notwithstanding anything to the contrary herein, directorsthe Arrangers shall not have any right, employeespower, agentsobligation, advisorsliability, attorneys responsibility or duty under this Agreement, except in fact their respective capacities as the Administrative Agent, an Issuing Bank or Affiliatesa Lender hereunder, as applicable.

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

Non-Reliance on Administrative Agent. The the Arranger and ------------------------------------------------------ Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to the Lender. The Lender represents to the Administrative Agent agrees that it has, independently and without ------------- reliance upon on the Administrative Agent, the Arranger or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness credit analysis of the Loan Parties Borrower and their Affiliates its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Loan Agreement. The Lender also represents Agreement and that it will, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document. Neither the Administrative Agent nor the Arranger shall be required to keep itself informed as to the performance or observance by any obligor of this Agreement and or any of the other Loan Documents, and Documents or any other document referred to make such investigation as it deems necessary or provided for herein or therein or to inform itself as to inspect the business, operations, property, financial and other condition and creditworthiness Properties or books of the Loan Parties and their AffiliatesBorrower or any of its Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Lender Lenders by the Administrative Agent hereunderhereunder or under the Security Documents, neither the Administrative Agent nor the Arranger shall not have any duty or responsibility to provide the any Lender with any credit or other information concerning the businessaffairs, operations, property, financial condition (financial or otherwise), prospects or creditworthiness business of any Loan Party the Borrower or any Affiliate of a Loan Party its Subsidiaries (or any of their affiliates) that may come into the possession of the Administrative Agent Agent, the Arranger or any of its officers, directors, employees, agents, advisors, attorneys in fact or Affiliatestheir respective affiliates.

Non-Reliance on Administrative Agent. The Each of each Lender expressly and each Issuing Bank acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to the Lender. The Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Loan Agreement. The Each of each Lender and each Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, Agent or any other Lender or any of their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Loan Agreement and the Agreement, any other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesDocument or related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lender Lenders and the Issuing Banks by the Administrative Agent hereunderherein, the Administrative Agent shall not have any duty or responsibility to provide the any Lender or any Issuing Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any of the Loan Party Parties or any Affiliate of a Loan Party that their respective Affiliates which may come into the possession of the Administrative Agent or any of its officersRelated Parties. Notwithstanding anything to the contrary herein, directorsthe Arranger shall not have any right, employeespower, agentsobligation, advisorsliability, attorneys responsibility or duty under this Agreement, except in fact its respective capacities as the Administrative Agent, an Issuing Bank or Affiliatesa Lender hereunder, as applicable.

Non-Reliance on Administrative Agent. The Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to the Lender. The Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Loan Agreement. The Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, Agent or any other Lender or any of their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Loan Agreement and the Agreement, any other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesDocument or related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lender Lenders by the Administrative Agent hereunderherein, the Administrative Agent shall not have any duty or responsibility to provide the any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any of the Loan Party Parties or any Affiliate of a Loan Party that their respective Affiliates which may come into the possession of the Administrative Agent or any of its officersRelated Parties. Notwithstanding anything to the contrary herein, directorsthe Arrangers shall not have any right, employeespower, agentsobligation, advisorsliability, attorneys responsibility or duty under this Agreement, except in fact their respective capacities as the Administrative Agent or Affiliatesa Lender hereunder, as applicable.

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

Non-Reliance on Administrative Agent. The the Arrangers and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to the Lender. The Lender represents to the Administrative Agent agrees that it has, independently and without reliance upon on the Administrative Agent, the Arrangers or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness credit analysis of the Loan Parties Borrower and their Affiliates its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Loan Agreement. The Lender also represents Agreement and that it will, independently and without reliance upon the Administrative Agent, the Arrangers or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document. Neither the Administrative Agent nor the Arrangers shall be required to keep itself informed as to the performance or observance by any obligor of this Agreement and or any of the other Loan Documents, and Documents or any other document referred to make such investigation as it deems necessary or provided for herein or therein or to inform itself as to inspect the business, operations, property, financial and other condition and creditworthiness Properties or books of the Loan Parties and their AffiliatesBorrower or any of its Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Lender Lenders by the Administrative Agent hereunderhereunder or under the Security Documents, neither the Administrative Agent nor the Arrangers shall not have any duty or responsibility to provide the any Lender with any credit or other information concerning the businessaffairs, operations, property, financial condition (financial or otherwise), prospects or creditworthiness business of any Loan Party the Borrower or any Affiliate of a Loan Party its Subsidiaries (or any of their affiliates) that may come into the possession of the Administrative Agent Agent, the Arrangers or any of its officers, directors, employees, agents, advisors, attorneys in fact or Affiliatestheir respective affiliates.

Non-Reliance on Administrative Agent. The Each of each Lender expressly and each Issuing Bank acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to the Lender. The Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Loan Agreement. The Each of each Lender and each Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, Agent or any other Lender or any of their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Loan Agreement and the Agreement, any other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesDocument or related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lender Lenders and the Issuing Banks by the Administrative Agent hereunderherein, the Administrative Agent shall not have any duty or responsibility to provide the any Lender or any Issuing Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any of the Loan Party Parties or any Affiliate of a Loan Party that their respective Affiliates which may come into the possession of the Administrative Agent or any of its officersRelated Parties. Notwithstanding anything to the contrary herein, directorsno Arranger shall have any right, employeespower, agentsobligation, advisorsliability, attorneys responsibility or duty under this Agreement, except in fact its capacities as the Administrative Agent, an Issuing Bank or Affiliatesa Lender hereunder, as applicable.

Non-Reliance on Administrative Agent. The Each of each Lender expressly and each Issuing Bank acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to the Lender. The Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Loan Agreement. The Each of each Lender and each Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, Agent or any other Lender or any of their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Loan Agreement and the Agreement, any other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesDocument or related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lender Lenders and the Issuing Banks by the Administrative Agent hereunderherein, the Administrative Agent shall not have any duty or responsibility to provide the any Lender or any Issuing Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any of the Loan Party Parties, the Parent Loan Guarantors or any Affiliate of a Loan Party that their respective Affiliates which may come into the possession of the Administrative Agent or any of its officersRelated Parties. Notwithstanding anything to the contrary herein, directorsthe Arranger shall not have any right, employeespower, agentsobligation, advisorsliability, attorneys responsibility or duty under this Agreement, except in fact or Affiliatesits respective capacity as a Lender hereunder.

Non-Reliance on Administrative Agent. The Each Lender expressly and each Issuing Bank acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to the Lender. The Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Loan Agreement. The Each Lender and each Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, Agent or any other Lender or any of their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Loan Agreement and the Agreement, any other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesDocument or related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lender Lenders and the Issuing Banks by the Administrative Agent hereunderherein, the Administrative Agent shall not have any duty or responsibility to provide the any Lender or any Issuing Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any of the Loan Party Parties or any Affiliate of a Loan Party that their respective Affiliates which may come into the possession of the Administrative Agent or any of its officersRelated Parties. Notwithstanding anything to the contrary herein, directorsthe Arrangers shall not have any right, employeespower, agentsobligation, advisorsliability, attorneys responsibility or duty under this Agreement, except in fact their respective capacities as the Administrative Agent, an Issuing Bank or Affiliatesa Lender hereunder, as applicable.

Non-Reliance on Administrative Agent. The and other Lenders Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to the Lender. The Lender represents to the Administrative Agent agrees that it has, independently and without reliance upon on the Administrative AgentAgent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness credit analysis of the Loan Parties Borrower and their Affiliates and made its own decision to make its Loans hereunder and enter into this Loan Agreement. The Lender also represents , and that it will, independently and without reliance upon the Administrative AgentAgent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Loan Agreement and the any other Loan Documents, and Document. The Administrative Agent shall not be required to make such investigation as it deems necessary to inform keep itself informed as to the businessperformance or observance by the Borrower or any Subsidiary of this Agreement, operationsthe Notes, property, financial and any other condition and creditworthiness Loan Documents or any other document referred to or provided for herein or to inspect the properties or books of the Loan Parties and their AffiliatesBorrower or any Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Lender Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide the any Lender with any credit or other information concerning the businessaffairs, operations, property, financial condition or business of the Borrower (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that its Affiliates) which may come into the possession of the Administrative Agent or any of its officersAffiliates. In this regard, directorseach Lender acknowledges that Winsxxxx Xxxhxxxx & Xinixx X.X. is acting in this transaction as special counsel to the Administrative Agent only, employees, agents, advisors, attorneys except to the extent otherwise expressly stated in fact any legal opinion or Affiliatesany Loan Document. Each Lender will consult with its own legal counsel to the extent that it deems necessary in connection with the Loan Documents and the matters contemplated therein.

Non-Reliance on Administrative Agent. The Lender Each Bank expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, attorneys in attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Partythe Company, shall be deemed to constitute any representation or warranty by the Administrative Agent to the Lenderany Bank. The Lender Each Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative AgentAgent or any other Bank, 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 Loan Parties and their Affiliates Company and made its own decision to make its Loans Accommodations hereunder and enter into this Loan Agreement. The Lender Each Bank also represents that it will, independently and without reliance upon the Administrative AgentAgent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Loan Agreement and the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesCompany. Except for notices, reports and other documents expressly required to be furnished to the Lender Banks by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide the Lender any Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that the Company which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, advisors, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent. The Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to the Lender. The Lender represents to the Administrative Agent agrees that it has, independently and without reliance upon on the Administrative Agent, and based on such documents and information as it has deemed appropriate, made its own appraisal credit analysis of Borrower and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and either originate the loans and/or purchase a participation in the Loan Agreement. The Lender also represents Documents and that it will, independently and without reliance upon the Administrative Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Agreement or the Loan Documents. Neither the Administrative Agent nor any Related Party shall be responsible to Lender for, nor shall it have any duty to ascertain, inquire into or verify (a) any recitals, reports, statements, representations or warranties made in connection with this Agreement and or the other Loan Documents, and (b) the contents of any certificate, report, instrument or other document referred to, provided for or delivered under or in connection with this Agreement or the Loan Documents, (c) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in this Agreement or the Loan Documents or the occurrence of any Default or Event of Default or the failure of the Borrower to make such investigation as it deems necessary perform any of its obligations hereunder or thereunder, (d) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any document or instrument referred to inform itself as or provided for herein or therein or (e) the creation, attachment, perfection or priority of any security interests or other liens purported to be granted to Lender pursuant to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their AffiliatesDocuments. Except for notices, reports and other documents expressly required to be furnished to the Lender by the Administrative Agent hereunder, the The Administrative Agent shall not have any duty or responsibility be required to provide file this Agreement, the Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party Documents or any Affiliate document or instrument referred to herein or therein, or record or give notice of a this Agreement or any other Loan Party Document or any document or instrument referred to herein or therein, to anyone. Lender acknowledges and agrees that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, advisors, attorneys only has the duties and responsibilities explicitly set forth herein and in fact or Affiliatesthe Loan Documents.