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

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each of the Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of any Credit Party or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, the other Credit Parties or their respective Affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, the other Credit Parties and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower, the other Credit Parties or any of their respective Affiliates which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

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

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each of the Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of any Credit Party the Borrower or any of their respective its Affiliates, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, the other Credit Parties Borrower or their respective its Affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, the other Credit Parties Borrower and their respective its Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower, the other Credit Parties Borrower or any of their respective its Affiliates which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

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

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

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

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

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

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each of the Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of any Credit Party or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent Agents or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, the other Credit Parties or their respective Affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents acknowledges that it will, independently and without reliance upon the Agent Agents or any other Lender, Lender and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit AgreementAgreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers and the Joint Bookrunners, the Syndication Agents, the Documentation Agents, the Senior Co-Manager and the Co-Managers are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to make such investigation as this Agreement or any other Loan Document; it deems necessary to inform itself as to the business, assets, operations, property, financial being understood and other conditions, prospects and creditworthiness agreed that each of the BorrowerJoint Lead Arrangers and the Joint Bookrunners, the Syndication Agents, the Documentation Agents, the Senior Co-Manager and the Co-Managers shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Credit Parties and Loan Documents. Without limitation of the foregoing, none of the Joint Lead Arrangers, the Joint Bookrunners, the Syndication Agents, the Documentation Agents, the Senior Co-Manager or the Co-Managers in their respective Affiliatescapacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person. Except for noticesIf at any time any Lender serving as an Agent becomes a Defaulting Lender, reports or an Affiliate of a Defaulting Lender is serving as an Agent, and other documents expressly such Defaulting Lender fails to cure all defaults that caused it to become a Defaulting Lender, and cease being a Defaulting Lender or an Affiliate of a Defaulting Lender, within ten Business Days from the date it became a Defaulting Lender, then the Required Lenders may, but shall not be required to, direct such Agent to resign as Agent (including, without limitation, any functions and duties as Administrative Agent, Collateral Agent and/or as Issuing Lender, as the case may be), and upon the direction of the Required Lenders, as applicable, such Agent shall be required to be furnished to so resign, in accordance with the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness sixth paragraph of the Borrower, the other Credit Parties or any of their respective Affiliates which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesthis Article 9.

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

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

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

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

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

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

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

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

Non-Reliance on Agent and Other Lenders. Each Lender of the Lenders expressly acknowledges that each neither the Agent, nor any of the Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter hereafter taken, including including, without limitation, any review of the affairs of any Credit Party or any of their respective Affiliatesthe Borrower, shall be deemed to constitute any representation or warranty by the Agent to any LenderAgent. Each Lender of the Lenders also represents and warrants to the Agent and the other Lenders that it has, independently and without reliance upon the Agent any such Person (or any other Lender, of their Affiliates) and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, prospects, financial and other conditions, prospects conditions and creditworthiness of the Borrower, the other Credit Parties or their respective Affiliates Borrower and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender of the Lenders also represents that it will, independently and without reliance upon the Agent or any other Liquidity Bank or Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, prospects, financial and other conditions, prospects condition and creditworthiness of the Borrower. Neither of the Agent nor any of the Lenders, the other Credit Parties and nor any of their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender party to this Agreement with any credit or other information concerning the business, operations, assets, property, prospects, financial or and other conditions, prospects condition or creditworthiness of the Borrower, the other Credit Parties or any of their respective Affiliates Borrower which may come into the possession of the Agent such Person or any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates, except that the Agent shall promptly distribute to the Lenders and the Liquidity Banks, copies of financial and other information expressly provided to the Agent by the Borrower pursuant to this Agreement for distribution to the Lenders.

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

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each of neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it other than as set forth in this Credit Agreement and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of any Credit Party or any of their respective AffiliatesParty, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, the other Credit Parties or their respective Affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, the other Credit Parties and their respective AffiliatesParties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower, the other Credit Parties or any of their respective Affiliates which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates; provided, however, that Agent agrees to provide, upon written request of a Lender, any information requested by such Lender if such information is in Agent's possession.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each none of the Agent and or any of its respective officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliates Affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter hereafter taken, including any review of the affairs of any Credit Party the Borrower or any of their respective Affiliatesother Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, Borrower and the other Credit Parties or their respective Affiliates Guarantors and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, Borrower and the other Credit Parties and their respective AffiliatesLoan Parties. Except for The Agent agrees to promptly furnish to each Lender a copy of all notices, reports and other documents expressly required to be furnished to received by it from the Lenders by the Agent hereunder, Borrower; provided that the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower, the other Credit Parties Borrower or any of their respective Affiliates other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliatesAffiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreement.

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

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

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

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

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

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each neither Agent nor any of the Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of any Credit Party or any of their respective AffiliatesBorrower, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties or their respective Affiliates each Borrower and FSI and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties each Borrower and their respective AffiliatesFSI. Except for notices, reports and other documents expressly required to be furnished to the Lenders by Agent hereunder or by the Agent hereunderother Loan Documents, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or and other conditions, prospects condition or creditworthiness of the Borrower, the other Credit Parties or any of their respective Affiliates each Borrower and FSI which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates. Notwithstanding anything contained in the preceding sentence to the contrary, Agent agrees to promptly provide Lenders with (i) copies of all financial statements, reports and certificates delivered by Borrowers to Agent hereunder, (ii) copies of all notices and other communications deemed by Agent to be material, relating to the transactions contemplated by this Agreement, that are sent or received by Agent, and (iii) any other information, financial or otherwise, deemed by Agent to be material, relating to any Borrower’s financial condition or ability to perform its obligations hereunder, furnished to, or obtained by, Agent hereunder.

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

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

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each of the Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of any Credit Party the Borrower or any of their respective its Affiliates, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, the other Credit Parties Borrower or their respective its Affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, the other Credit Parties Borrower and their respective its Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower, the other Credit Parties Borrower or any of their its respective Affiliates which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

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

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

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

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

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

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each of the Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of any the Credit Party Parties or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, the other Credit Parties or their respective Affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, the other Credit Parties and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower, the other Credit Parties or any of their respective Affiliates which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

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

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

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

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

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

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each of the Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of any Credit Party the Borrower or any of their its respective Affiliates, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, the other Credit Parties Borrower or their its respective Affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, the other Credit Parties Borrower and their its respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower, the other Credit Parties Borrower or any of their its respective Affiliates which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each none of the Agent and or any of its respective officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliates Affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter hereafter taken, including any review of the affairs of the Borrower, any Credit Party other Loan Party, or any of their respective Affiliatesother party to the Loan Documents, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties or their respective Affiliates Loan Parties, and any other party to the Loan Documents and made its own decision to make its Loans Loans, participate in Letters of Credit hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties Loan Parties, and their respective Affiliatesany other party to the Loan Documents. Except for The Agent agrees to promptly furnish to each Lender a copy of all notices, reports and other documents expressly required to be furnished received by it from the Borrower pursuant to the Lenders by the Agent hereunder, terms hereof; provided that the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower, the any other Credit Parties Loan Party, or any of their respective Affiliates other party to the Loan Documents which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliatesAffiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreement.

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

Non-Reliance on Agent and Other Lenders. Each Lender expressly and the Issuing Bank acknowledges that each of the Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of any Credit Party or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent, any Co-Collateral Agent or any other Lender, Lender or any of their respective Affiliates and based on such documents and information as it has deemed appropriate, made conducted its own appraisal of and independent investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, financial condition and affairs of the other Credit Loan Parties or and their respective Affiliates Subsidiaries and made its own credit analysis and decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender further represents and warrants that it has reviewed each document made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof (including any such terms and conditions set forth, or otherwise maintained, on the Platform with respect thereto). Each Lender and the Issuing Bank also represents acknowledges that it will, independently and without reliance upon the any Agent, any Co-Collateral Agent or any other Lender, Lender or any of their respective Affiliates and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on Agent or Co-Collateral Agents to make carry out such investigation as it deems necessary to inform itself as Lender's, Affiliate's, participant's or assignee's customer identification program, or other obligations required or imposed under or pursuant to the businessUSA PATRIOT Act or the regulations thereunder, assetsincluding the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, operationsthe “CIP Regulations”), propertyor any other Anti-Terrorism Law, financial and other conditions, prospects and creditworthiness including any programs involving any of the Borrowerfollowing items relating to or in connection with any of Borrowers, their Affiliates or their agents, this Agreement, the other Credit Parties and their respective Affiliates. Except for noticesLoan Documents or the transactions hereunder or thereunder or contemplated hereby or thereby: (i) any identity verification procedures, reports and (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other documents expressly procedures required to be furnished to under the Lenders by the Agent hereunder, the Agent shall not have any duty CIP Regulations or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower, the other Credit Parties or any of their respective Affiliates which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneyssuch Anti-in-fact or affiliatesTerrorism Laws.

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

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

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

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each neither Agent nor any of the Agent and its officers, directors, employees, agents, attorneys-in-attorneys in fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter hereafter taken, including any review of the affairs of any Credit Party a Group Member or any Affiliate of their respective Affiliatesa Group Member, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own “CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.” appraisal of of, and investigation into into, the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties or Group Members and their respective Affiliates and made its own decision to make its Loans Credit Extensions hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties Group Members and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower, the other Credit Parties any Group Member or any Affiliate of their respective Affiliates which a Group Member that may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-attorneys in fact or affiliatesAffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each of neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter takentaken after the Closing Date, including any review of the affairs of any Credit Party or any of their respective AffiliatesParty, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, Borrowers and the other Credit Parties or their respective Affiliates and made its own decision to make its Loans hereunder and enter into this the Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the 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 the Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, Borrowers and the other Credit Parties and their respective AffiliatesParties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunderunder the Credit Agreement, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower, Borrowers and the other Credit Parties or any of their respective Affiliates which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each of the Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of any Credit Party or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, the other Credit Parties or their respective Affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, the other Credit Parties and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower, the other Credit Parties or any of their respective Affiliates which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.the

Non-Reliance on Agent and Other Lenders. Each of the Issuing Bank and each Lender expressly acknowledges that each of neither the Agent and nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter takenhereinafter, including any review of the affairs of any Credit Party Borrower or any of their respective Affiliatesother Credit Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each of the Issuing Bank and each Lender represents to the Agent that it has, independently and without reliance upon the Agent Agent, the Issuing Bank or any other Lender, and based on such documents and information as it has deemed appropriate, appropriate made its own appraisal evaluation of and investigation into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Borrower, the each Borrower and each other Credit Parties or their respective Affiliates Party and the value and Lien status of any collateral security and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each of the Issuing Bank and each Lender also represents that it will, independently and without reliance upon the Agent Agent, the Issuing Bank or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Credit Agreementany Loan Document, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Borrower, the each Borrower and each other Credit Parties Party and their respective Affiliatesthe value and Lien status of any collateral security. Except for notices, reports and other documents expressly required to be furnished to the Issuing Bank and/or the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide the Issuing Bank or any Lender with any credit or other information concerning the business, operations, assets, propertyProperty, financial or and other conditions, prospects condition or creditworthiness of the Borrower, the any Borrower and any other Credit Parties or Party which at any of their respective Affiliates which time may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

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

Non-Reliance on Agent and Other Lenders. Each Lender of the Lenders expressly acknowledges that each neither the Agent, nor any of the Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter hereafter taken, including including, without limitation, any review of the affairs of any Credit Party or any of their respective Affiliatesthe Loan Parties, shall be deemed to constitute any representation or warranty by the Agent to any LenderAgent. Each Lender of the Lenders also represents and warrants to the Agent and the other Lenders that it has, independently and without reliance upon the Agent any such Person (or any other Lender, of their Affiliates) and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, prospects, financial and other conditions, prospects conditions and creditworthiness of the Borrower, the other Credit Loan Parties or their respective Affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender of the Lenders also represents that it will, independently and without reliance upon the Agent or any other Liquidity Bank or Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, prospects, financial and other conditions, prospects condition and creditworthiness of the BorrowerLoan Parties. Neither of the Agent nor any of the Lenders, the other Credit Parties and nor any of their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender party to this Agreement with any credit or other information concerning the business, operations, assets, property, prospects, financial or and other conditions, prospects condition or creditworthiness of the Borrower, the other Credit Loan Parties or any of their respective Affiliates which may come into the possession of the Agent such Person or any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates, except that the Agent shall promptly distribute to the Lenders and the Liquidity Banks, copies of financial and other information expressly provided to the Agent by either of the Loan Parties pursuant to this Agreement for distribution to the Lenders.

Non-Reliance on Agent and Other Lenders. Each member of the Lender Group expressly acknowledges that each none of the Agent and its or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of any Credit Party Borrower, or any of their respective Affiliatesother Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any LenderLender or any Issuing Bank. Each Lender and Issuing Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, the and each other Credit Parties or their respective Affiliates Loan Party and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, the and each other Credit Parties and their respective AffiliatesLoan Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, none of the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, assets, propertyproperties, financial or other conditionscondition, prospects or creditworthiness of the Borrower, the other Credit Parties or any of their respective Affiliates which other Loan Party that may come into the possession of the Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates.

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

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each of neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has not made any representations representation or warranties warranty to it and that no act by the Agent or any affiliate thereof such Person hereinafter taken, including any review of the affairs of any the Credit Party or any of Parties and their respective AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that (i) it has, independently and without reliance upon the Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assetsprospects, operations, propertyproperties, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties or their respective Affiliates Guarantors and the Subsidiaries and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that Agreement and extend credit to the Borrower hereunder, and (ii) it will, independently and without reliance upon the Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under this the other Credit Agreement, Documents and to make such investigation as it deems necessary to inform itself as to the business, assetsprospects, operations, propertyproperties, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties and their respective AffiliatesSubsidiaries. Except for notices, reports as expressly provided in this Agreement and the other documents expressly required to be furnished to the Lenders by the Agent hereunderCredit Documents, the Agent shall not have any no duty or responsibility responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information concerning the business, prospects, operations, assets, propertyproperties, financial or other conditions, prospects condition or creditworthiness of the BorrowerCredit Parties, the other Credit Parties their respective Subsidiaries or any of their respective Affiliates which other Person that may at any time come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates.

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

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

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

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

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

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each neither Agent nor any of the Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of any Credit Party or any of their respective AffiliatesBorrower, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties or their respective Affiliates each Borrower and FSI and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties each Borrower and their respective AffiliatesFSI. Except for notices, reports and other documents expressly required to be furnished to the Lenders by Agent hereunder or by the Agent hereunderother Loan Documents, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or and other conditions, prospects condition or creditworthiness of the Borrower, the other Credit Parties or any of their respective Affiliates each Borrower and FSI which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates. Notwithstanding anything contained in the preceding sentence to the contrary, Agent agrees to promptly provide Lenders with (i) copies of all financial statements, reports and certificates delivered by Borrowers to Agent hereunder, (ii) copies of all notices and other communications deemed by Agent to be material, relating to the transactions contemplated by this Agreement, that are sent or received by Agent, and (iii) any other information, financial or otherwise, deemed by Agent to be material, relating to any Borrower's financial condition or ability to perform its obligations hereunder, furnished to, or obtained by, Agent hereunder.

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

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each of neither the Agent and nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates ("Agent-Related Persons") has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter takenAgent-Related Person hereinafter, including any review of the affairs of any Credit Party the Borrower or any of their respective Affiliatesother Person, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal evaluation of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, Borrower and the other Credit Parties or their respective Affiliates Guarantors and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the 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 evaluations and decisions in taking or not taking action under this Credit Agreementany Loan Document, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, Borrower and the other Credit Parties and their respective AffiliatesGuarantors. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or and other conditions, prospects condition or creditworthiness of the Borrower, Borrower and the other Credit Parties or any of their respective Affiliates Guarantors which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

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

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

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each of neither the Agent and nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter takenhereinafter, including any review of the affairs of any Credit Party the Borrower or any of their respective Affiliatesother Credit Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, appropriate made its own appraisal evaluation of and investigation into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Borrower, the Borrower or any other Credit Parties or their respective Affiliates Party and the value and Lien status of any collateral security and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the 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 evaluations and decisions in taking or not taking action under this Credit Agreementany Loan Document, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Borrower, the Borrower or any other Credit Parties Party and their respective Affiliatesthe value and Lien status of any collateral security. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, propertyProperty, financial or and other conditions, prospects condition or creditworthiness of the Borrower, the Borrower or any other Credit Parties or Party which at any of their respective Affiliates which time may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

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

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each of neither the Agent and nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter of them hereafter taken, including any review of the affairs of any Credit Party the Company or any of their respective AffiliatesSubsidiary, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it hashas or will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed or will deem appropriate, made and will make its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerCompany and its Subsidiaries, the other Credit Parties or their respective Affiliates and made and will make its own decision to make its Loans hereunder Loans, participate in Letters of Credit and enter into this Credit Agreementthe Loan Documents to which it is or will be a party. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreementthe Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties Company and their respective Affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunderhereunder or furnished to the Agent with copies or counterparts for the Lenders, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or and other conditions, prospects condition or creditworthiness of the Borrower, the other Credit Parties or any of their respective Affiliates Company which may come into its possession or the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each of neither the Agent and nor any of its respective officers, directors, employees, agents, attorneys-in-fact attorneys‑in‑fact or affiliates has not have made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter hereafter taken, including any review of the affairs of any Credit a Loan Party or any affiliate of their respective Affiliatesa Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Loan Parties or and their respective Affiliates affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Loan Parties and their respective Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower, the other Credit Parties any Loan Party or any affiliate of their respective Affiliates which a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact 113 attorneys‑in‑fact or affiliates.

Non-Reliance on Agent and Other Lenders. Each Lender of the Lenders and the L/C Issuer expressly acknowledges that each of neither the Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates nor BAS has not made any representations representation or warranties warranty to it it, and that no act by the Agent or any affiliate thereof hereinafter BAS hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Credit Party the Borrower or any of their respective AffiliatesAffiliate thereof, shall be deemed to CHAR1\1991350v2 constitute any representation or warranty by the Agent or BAS to any LenderLender or the L/C Issuer as to any matter, including whether the Agent or BAS has disclosed material information in such Person’s (or its Related Parties’) possession. Each Lender of the Lenders and the L/C Issuer represents to the Agent and BAS that it has, independently and without reliance upon the Agent Agent, BAS, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerBorrower and its Subsidiaries, and all applicable bank or other regulatory laws relating to the other Credit Parties or their respective Affiliates transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this Credit AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender of the Lenders and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Agent Agent, BAS, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties and their respective AffiliatesLoan Parties. Except for notices, reports and other documents expressly required to be furnished to Each of the Lenders by and the Agent hereunderL/C Issuer represents and warrants that (a) the Loan Documents set forth the terms of a commercial lending facility and (b) it is engaged in making, acquiring or holding commercial loans in the Agent shall ordinary course and is entering into this Agreement as a Lender or the L/C Issuer, as applicable, for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or the L/C Issuer, as applicable, and not have for the purpose of purchasing, acquiring or holding any duty or responsibility other type of financial instrument, and each of the Lenders and the L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each of the Lenders and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide any other facilities set forth herein, as may be applicable to such Lender with any credit or the L/C Issuer, as applicable, 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 information concerning the businessfacilities, operationsis experienced in making, assets, property, financial acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of the Borrower, the other Credit Parties or any of their respective Affiliates which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesfacilities.

Non-Reliance on Agent and Other Lenders. Each Lender and the Swing Line Lender expressly acknowledges that each of neither the Agent and nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter takenhereafter, including any review of the affairs of any Credit Party the Company or any of their respective AffiliatesSubsidiaries thereof, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Swing Line Lender. Each Lender represents and the Swing Line Lender repre- sents to the Agent that it has, independently and without reliance upon the Agent or any other Lender or the Swing Line Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal evaluation of and investigation into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties or their respective Affiliates Company and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender and the Swing Line Lender also represents that it will, independently and without reliance upon the Agent or any other Lender or the Swing Line Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Credit AgreementAgreement or any of the Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the BorrowerCompany and its Subsidiaries. Each Lender and the Swing Line Lender acknowledges that a copy of this Agreement and all exhibits and schedules hereto has been made available to it and its individual legal counsel for review, and each Lender and the other Credit Parties Swing Line Lender acknowledges that it is satisfied with the form and their respective Affiliatessubstance of this Agreement and the exhibits and schedules hereto. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Swing Line Lender by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, propertyProperty, financial or and other conditions, prospects condition or creditworthiness of the Borrower, the other Credit Parties Company or any of their respective Affiliates its Subsidiaries which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.Affiliates. 10.7

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

Non-Reliance on Agent and Other Lenders. Each Lender expressly --------------------------------------- acknowledges that each of the neither Agent and its officersnor any officer, directorsdirector, employeesemployee, agentsagent, attorneysattorney-in-fact or affiliates Affiliate of either Agent has not made any representations or warranties to it and that no act by the either Agent or any affiliate thereof hereinafter taken, including any review of the affairs of any Credit Party the Borrower or any of their respective Affiliatesother Loan Party, shall be deemed to constitute any representation or warranty by the such Agent to any Lender. Each Lender represents to the each Agent that it has, independently and without reliance upon the either Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, Borrower and the other Credit Loan Parties or their respective Affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the either Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, Borrower and the other Credit Parties and their respective AffiliatesLoan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the an Agent hereunder, the such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower, the other Credit Parties Borrower or any of their respective Affiliates other Loan Party which may come into the possession of the such Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates.

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

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

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

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each neither the Agent, the Co-Agent, nor any of the Agent and its their respective officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of any Credit Party or any of their respective Affiliateseach Borrower, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made 99 106 its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties or their respective Affiliates each Borrower and made its own decision to make its Loans Advances hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the each Borrower, the other Credit Parties and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunderhereunder or by the other Loan Documents, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or and other conditions, prospects condition or creditworthiness of the Borrower, the other Credit Parties or any of their respective Affiliates each Borrower which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates.

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

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

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

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

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

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

Non-Reliance on Agent and Other Lenders. Each of the Issuing Bank and each Lender expressly acknowledges that each of neither the Agent and nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter takenhereinafter, including any review of the affairs of any Credit Party or any of their respective AffiliatesLoan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each of the Issuing Bank and each Lender represents to the Agent that it has, independently and without reliance upon the Agent Agent, the Issuing Bank or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal evaluation of and investigation into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties or their respective Affiliates Borrower and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each of the Issuing Bank and each Lender also represents that it will, independently and without reliance upon the Agent Agent, the Issuing Bank or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Credit Agreementany Loan Document, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties Borrower and their respective Affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Issuing Bank and/or the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide the Issuing Bank or any Lender with any credit or other information concerning the business, operations, assets, propertyProperty, financial or and other conditions, prospects condition or creditworthiness of the Borrower, the other Credit Parties Borrower or any of their respective Affiliates its Subsidiaries which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

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

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

Non-Reliance on Agent and Other Lenders. Each of the Issuing Bank and each Lender expressly acknowledges that each of neither the Agent and nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter takenhereinafter, including any review of the affairs of any Credit Party Borrower or any of their respective Affiliatesother Obligor, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each of the Issuing Bank and each Lender represents to the Agent that it has, independently and without reliance upon the Agent Agent, the Issuing Bank or any other Lender, and based on such documents and information as it has deemed appropriate, appropriate made its own appraisal evaluation of and investigation into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of each Borrower and each other Obligor and the Borrower, the other Credit Parties or their respective Affiliates value and Lien status of any collateral security and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each of the Issuing Bank and each Lender also represents that it will, independently and without reliance upon the Agent Agent, the Issuing Bank or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Credit Agreementany Loan Document, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of each Borrower and each other Obligor and the Borrower, the other Credit Parties value and their respective AffiliatesLien status of any collateral security. Except for notices, reports and other documents expressly required to be furnished to the Issuing Bank and/or the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide the Issuing Bank or any Lender with any credit or other information concerning the business, operations, assets, propertyProperty, financial or and other conditions, prospects condition or creditworthiness of the Borrower, the any Borrower and any other Credit Parties or Obligor which at any of their respective Affiliates which time may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that and each of the Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of any Credit Party or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent Issuer agrees that it has, independently and without reliance upon on the Agent or Agent, any other Issuer, Lender or the Swing Line Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal credit analysis of both the Borrower and investigation NBC and its decision to enter into the business, assets, operations, property, financial transactions contemplated by the Financing Documents and other conditions, prospects and creditworthiness of the Borrower, the other Credit Parties or their respective Affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or Agent, any other Issuer, Lender or Swing Line Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Credit Agreement, and any Financing Document. The Agent shall not be required to make such investigation as it deems necessary to inform keep itself informed as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of performance or observance by the Borrower, or NBC, or any other Person of any Financing Document, Bond Document, Intercompany Financing Document or Bxxxxxx Beef Acquisition Document, or to inspect the other Credit Parties and their respective Affiliatesproperties or books of either the Borrower or NBC. Except for notices, reports reports, and other documents and information expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, propertyaffairs, financial condition or other conditions, prospects or creditworthiness business of the Borrower, the other Credit Parties Borrower (or any of their respective Affiliates its Affiliates) which may come into the possession of the Agent or any of its officersaffiliates. Notwithstanding the foregoing, directorsthe Agent will, employeesupon the request of any Lender or Issuer, agentsprovide to such Person, attorneys-in-fact at such Person's expense, copies of any and all written information provided to the Agent by either the Borrower or affiliatesNBC (unless concurrently delivered to such Person by either the Borrower or NBC).

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

Non-Reliance on Agent and Other Lenders. Each Lender and each Issuing Bank expressly acknowledges that each none of the Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates nor any Joint Lead Arranger has not made any representations representation or warranties warranty to it it, and that no act by the Agent or any affiliate thereof hereinafter Joint Lead Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any of their respective AffiliatesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Agent or any Joint Lead Arranger to any LenderLender or Issuing Bank as to any matter, including whether the Agent or the Joint Lead Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and each Issuing Bank represents to the Agent and each Joint Lead Arranger that it has, independently and without reliance upon the Agent Agent, any Joint Lead Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerLoan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the other Credit Parties or their respective Affiliates transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this Credit AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and each Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Agent Agent, the Joint Lead Arrangers, any other 190 Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerLoan Parties. Each Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or Issuing Bank for the purpose of making, acquiring or holding commercial loans and providing other Credit Parties facilities set forth herein as may be applicable to such Lender or Issuing Bank, and their respective Affiliatesnot for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and Issuing Bank agrees not to assert a claim in contravention of the foregoing. Except for noticesEach Lender and Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, reports acquire and/or hold commercial loans and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any other facilities set forth herein, as may be applicable to such Lender with any credit or such Issuing Bank, 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 information concerning the businessfacilities, operationsis experienced in making, assets, property, financial acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of the Borrower, the other Credit Parties or any of their respective Affiliates which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesfacilities.

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

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each neither the Agent, nor any of the Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter hereafter taken, including any review of the affairs of any Credit Party or any of their respective Affiliatesthe Borrower, shall be deemed to constitute any representation or warranty by the Agent to any LenderAgent. Each Lender represents and warrants to the Agent that it has, independently and without reliance upon the Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, prospects, financial and other conditions, prospects conditions and creditworthiness of the Borrower, the other Credit Parties or their respective Affiliates Borg-Warner Entities and the Affected Assets and made its own decision to make its Loans hereunder and enter decisixx xx xxxxx into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreementany Transaction Document, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, prospects, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties and their respective AffiliatesBorg-Warner Entities. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the The Agent shall not have any duty or responsibility to provide responsibxxxxx xx xxovide any Lender with any credit or other information concerning the business, operations, assets, property, prospects, financial or and other conditions, prospects condition or creditworthiness of the Borrower, the other Credit Parties Borrower or any of their respective Affiliates other Person which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesaffiliates other than the Periodic Reports provided by the Borrower or the Collection Agent, information received by the Agent pursuant to Section 6.1(a) or 6.1(b) and such additional information as a Lender may reasonably request and which the Agent has obtained on any inspection conducted under Section 6.1(e).

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each of neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter hereafter taken, including any review of the affairs of any Credit Party or any of their respective Affiliates, the Company shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other LenderLender or its counsel, and based on such documents and information as it has deemed appropriate, appropriate made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties or their respective Affiliates Company and made its own decision to make its Loans extend credit hereunder and enter into this the Credit AgreementDocuments. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents documents, information and information legal advice (including, without limitation, advice of counsel to it) as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in entering into the Credit Documents and taking or not taking action under this Credit Agreementthereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties and their respective AffiliatesCompany. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, and except for financial statements, documents and other information received by the Agent from the Company pursuant to this Agreement, which the Agent agrees to distribute promptly to the Lenders, the Agent shall not have any duty or responsibility to provide any Lender with any legal advice or credit or other information concerning the business, operations, assets, property, financial or and other conditions, prospects condition or creditworthiness of the Borrower, the other Credit Parties or any of their respective Affiliates Company which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each of neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter taken, including any review of the affairs of any Credit Party or any of their respective Affiliatesthe Borrower, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any 38 42 other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, the other Credit Parties or their respective Affiliates Borrower and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower, the other Credit Parties and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower, the other Credit Parties or any of their respective Affiliates Borrower which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that each of neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates has not made any representations or warranties to it and that no act by any of the Agent or any affiliate thereof hereinafter foregoing hereafter taken, including any review or audit of the affairs of any Credit Party or any of their respective Affiliates, the Borrower shall be deemed to constitute any a representation or warranty by the Agent to any Lender. Each Lender represents to the Agent agrees that it has, independently and without reliance upon on the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness credit analysis of the Borrower, the other Credit Parties or their respective Affiliates Borrowers and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents Agreement and that it will, will independently and without reliance upon the 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 analysis and decisions in taking or not taking action under this Agreement or any of the other Financing Documents, including, without limitation, the financial condition or solvency of the Borrowers or any other Person. Each Lender represents and warrants to the Agent and the other Lenders that it has received from the Agent a copy of each of the Financing Documents executed on or before the date it enters into this Agreement and has examined or has had an opportunity to examine each of such Financing Documents. Each Lender represents and warrants to the Agent and the other Lenders that such Lender has the full right, power and authority to enter into this Agreement and make its Proportionate Share of the Loans and to purchase participations in the Letters of Credit without notice to, or consent of, any Person and has taken all action, corporate or otherwise, necessary to authorize it to enter into and execute this Agreement. The Agent shall not be responsible to the Lenders for any recitals, statements, representations, or warranties contained in this Agreement, and or in any other Financing Document, or of the value, validity, effectiveness, genuineness, enforceability, or sufficiency of this Agreement or any other Financing Document or for any failure by any Borrower or any other Person to make such investigation as it deems necessary perform any of its obligations under this Agreement or any other Financing Document. The Agent shall not be required to inform keep itself informed as to the business, assets, operations, property, financial and performance or observance by the Borrowers of this Agreement or any other conditions, prospects and creditworthiness Financing Document or as to the existence or possible existence of any Event of Default or Default or to inspect the Borrower, the other Credit Parties and their respective Affiliatesproperties or books of Borrowers. Except for notices, reports and other documents as expressly required to be furnished to the Lenders by the Agent hereunderprovided herein, the Agent shall not have any has no duty or responsibility responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information concerning with respect to the business, operations, assetsbusiness, property, condition (financial or other conditions, prospects otherwise) or creditworthiness of the Borrower, the other Credit Parties Borrowers or any of their respective Affiliates which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesother Person.

Non-Reliance on Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that each none of the Agent and its officersAgent, directors, employees, agents, attorneys-in-fact or affiliates nor any Arranger has not made any representations representation or warranties warranty to it it, and that no act by the Agent Agent, or any affiliate thereof hereinafter Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Credit Loan Party or of any of their respective AffiliatesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Agent Agent, or any Arranger to any LenderLender or each L/C Issuer as to any matter, including whether the Agent, or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Agent Agent, and the Arrangers that it has, independently and without reliance upon the Agent Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the BorrowerLoan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the other Credit Parties or their respective Affiliates transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this Credit AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Agent Agent, or any other Lender, Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower, the other Credit Parties and their respective AffiliatesLoan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunderas provided in Section 9.12, the Agent shall not have any duty or responsibility to provide any Lender Credit Party with any other credit or other information concerning the business, operations, assets, propertyaffairs, financial condition or other conditions, prospects or creditworthiness business of the Borrower, the other Credit Parties or any of their respective Affiliates which Loan Party that may come into the possession of the Agent Agent. Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be 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 Lender or such L/C DB1/ 124773100.6 -135- Issuer, and either it, or the Person exercising discretion in making its officersdecision to make, directorsacquire and/or hold such commercial loans or to provide such other facilities, employeesis experienced in making, agents, attorneys-in-fact acquiring or affiliatesholding such commercial loans or providing such other facilities.

Non-Reliance on Agent and Other Lenders. Each of the Issuing Bank and each Lender expressly acknowledges that each of neither the Agent and nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Agent or any affiliate thereof hereinafter takenhereinafter, including any review of the affairs of any Credit Party the Borrower or any of their respective Affiliatesother Credit Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each of the Issuing Bank and each Lender represents to the Agent that it has, independently and without reliance upon the Agent Agent, the Issuing Bank or any other Lender, and based on such documents and information as it has deemed appropriate, appropriate made its own appraisal evaluation of and investigation into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Borrower, the Borrower or any other Credit Parties or their respective Affiliates Party and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each of the Issuing Bank and each Lender also represents that it will, independently and without reliance upon the Agent Agent, the Issuing Bank or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Credit Agreementany Loan Document, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of the Borrower, the Borrower or any other Credit Parties and their respective AffiliatesParty. Except for notices, reports and other documents expressly required to be furnished to the Issuing Bank and/or the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide the Issuing Bank or any Lender with any credit or other information concerning the business, operations, assets, propertyProperty, financial or and other conditions, prospects condition or creditworthiness of the Borrower, the Borrower or any other Credit Parties or Party which at any of their respective Affiliates which time may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

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