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

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties 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 any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 and creditworthiness of the Borrower Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 Parties that may come into the possession of any Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of the Borrowers or any Borrower Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Borrowers and the other Loan Parties and made its own decision to make its Loans extend credit to the Borrowers hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower Borrowers and other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderor the Collateral Agent hereunder or under any of the other Loan Documents, no Agent shall 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 Parties that Borrowers or any other Loan Party which may come into the possession of such Agent or any of their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates. Without limiting the generality of the foregoing, no Agent shall have any duty to monitor the Collateral used to calculate the Borrowing Base or the reporting requirements or the contents of reports delivered by the Borrowers’ Agent-Related Person. Each Lender assumes the responsibility of keeping itself informed at all times.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no neither the Agents, Arrangers, Syndication Agent or Syndication Agent, nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person Administrative Agent to any Lender. Each Lender represents to each the Agents, Arrangers, Syndication Agent and Syndication Agent, that it has, independently and without reliance upon any the Administrative Agent-Related Person , Arrangers, Syndication Agent or Syndication 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 Loan Parties and their 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 any the Administrative Agent-Related Person , Arrangers, Syndication Agent or Syndication Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 PartiesLoan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties any Loan Party or any Affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person either Agent hereafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by the Agent- Related Person such Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents 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 Parties 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 any Agent-Related Person the 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 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 PartiesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 Parties that which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates thereof has made any representations or warranties to it and that no act by any Agent-Related Person hereafter takenAgent taken after the Closing Date, including any review of the affairs of any Borrower Partythe Credit Parties, shall be deemed to constitute any representation or warranty by the Agent- Related Person such Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties 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 any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this the Credit 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 Borrower Partiesand its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 Credit Parties that which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender and Issuing Bank expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender and Issuing Bank represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of of, the Borrower Loan Parties and their 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 any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysisappraisals of, appraisals and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the value of and title to any Collateral, and all applicable laws relating to the transactions contemplated hereby, and made its own decisions in entering into this Agreement and extending credit to the Borrower, taking or not taking action under this Credit 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 Borrower PartiesLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Applicable Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Applicable Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Applicable Agent to any Lender. Each Lender represents to each Agent the Applicable Agents that it has, independently and without reliance upon any Agent-Related Person Applicable 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 Loan Parties and their and its affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Applicable Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 PartiesLoan Parties and their and its affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative an Applicable Agent hereunder, no Agent the Applicable Agents 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of any AgentApplicable Agent or any of its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, (including any review Lender in its capacity as a counterparty to a Hedging Agreement or provider of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person to any Lender. Each Lender represents to each Agent Bank Products and Cash Management Services) agrees that it has, independently and without reliance upon on any Agent-Related Person Agent or any other LenderLenders, and based on such documents and information as it has deemed appropriate, made its own appraisal of, credit analysis of Borrower and investigation into, the business, assets, operations, property, financial Obligors and other conditions, prospects and creditworthiness of the Borrower Parties and has made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents Agreement and that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Credit Agreement and or any of the other Loan Documents, and Financing Agreements. Neither Agent shall 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 performance or observance by Borrower or any Obligor of any term or provision of this Agreement or any of the other Financing Agreements or any other document referred to or provided for herein or therein or to inspect the properties or books of Borrower Partiesor any Obligor. Except for notices, Administrative Agent will use reasonable efforts to provide Lenders with any information received by Administrative Agent from Borrower or any Obligor regarding its financial performance or the Collateral (including the collateral reports identified in Section 7.1 and other documents expressly the financial information delivered by the Borrower hereunder) or which is otherwise required to be furnished provided to Lenders hereunder and with a copy of any Notice of Default or Failure of Condition received by Administrative Agent from Borrower or any Lender; provided, that, Administrative Agent shall not be liable to any Lender for any failure to do so, except to the Lenders extent that such failure is attributable to Administrative Agent’s own gross negligence or willful misconduct as determined by the Administrative Agent hereunder, no Agent shall 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 a final non-appealable judgment of the Borrower Parties that may come into the possession a court of any Agent-Related Personcompetent jurisdiction.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of CFC, CHL or their subsidiaries or any Borrower Partyaffiliate of CFC, CHL or their subsidiaries, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties CFC, CHL or their subsidiaries and their 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 any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 CFC, CHL, their subsidiaries and the Borrower Partiesaffiliates of CFC, CHL and their subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Managing Administrative Agent hereunder, no the Managing 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 Parties CFC, CHL, their subsidiaries or any affiliate of CFC, CHL or their subsidiaries that may come into the possession of the Managing Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by the Agent- Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties 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 any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 and creditworthiness of the Borrower Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 Parties that which may come into the possession of any Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents, the Arranger or any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person Administrative Agent to any Lender. Each Lender represents to each Agent the Agents and Arranger that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or Arranger, 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 Loan Parties and their 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 any Agent-Related Person the Administrative Agent or Arranger, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower PartiesLoan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties any Loan Party or any Affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter hereinafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by the Agent- any Agent-Related Person to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon the Agents, any other Agent-Related Person 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 and creditworthiness of the Borrower Parties 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 Agents, any other Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, 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 PartiesBorrower. Except for (i) delivery of the Credit Documents, (ii) delivery of all financial statements received by the Administrative Agent pursuant to Section 7.1(a) and 7.1(b), (iii) delivery of all notices received by the Administrative Agent pursuant to Sections 7.1(e) and 7.8 and (iv) delivery of notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent Agent-Related Person shall 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 Parties that which may come into the possession of any an Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of the Borrowers or any Borrower Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Borrowers and the other Loan Parties and made its own decision to make its Loans extend credit to the Borrowers hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower Borrowers and other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderor the Collateral Agent hereunder or under any of the other Loan Documents, no Agent shall 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 Parties that Borrowers or any other Loan Party which may come into the possession of such Agent or any of their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates. Without limiting the generality of the foregoing, no Agent shall have any duty to monitor the assets of the Loan Parties or the reporting requirements or the contents of reports delivered by the Borrowers’ Agent-Related Person. Each Lender assumes the responsibility of keeping itself informed at all times.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by the Agent- Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties 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 any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 and creditworthiness of the Borrower Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 any Borrower Parties that Party which may come into the possession of any Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-neither the Agents nor any of their respective Related Person has Parties have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any LenderLender as to any matter, including whether such Agent have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to each Agent the Agents and their respective Related Parties that it has, independently and without reliance upon any Agent-Related Person Agent or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, into the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of of, the Borrower Loan Parties and their affiliates and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsDocuments or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, assetsoperations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower PartiesLoan Parties and their affiliates. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent or the Collateral Agent hereunder, no Agent shall 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of such Agent or any Agent-of their Related PersonParties.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Arranger, the Agents or any of their respective officers, directors, employees, agents, attorneys and other advisors, partners, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by the Arranger or any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of Parent or a Loan Party or any Borrower Affiliate of Parent or a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person Arranger or any Agent to any Lender. Each Lender represents to each Agent the Arranger and the Agents that it has, independently and without reliance upon the Arranger or any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditionscondition, prospects and creditworthiness of Parent or the Borrower Loan Parties and their 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 Arranger or any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 conditionscondition, prospects and creditworthiness of Parent or the Borrower PartiesLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no neither the Arranger nor any Agent shall 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 Parties Parent or any Loan Party or any Affiliate of Parent or a Loan Party that may come into the possession of the Arranger or such Agent or any Agentof its officers, directors, employees, agents, attorneys and other advisors, partners, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs the Parent Borrower or any of any Borrower Partyits Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties Borrowers and their 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 any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower PartiesBorrowers and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties Borrowers that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates thereof has made any representations or warranties to it and that no act by any Agent-Related Person hereafter takenAgent taken after the Closing Date, including any review of the affairs of any Borrower Partythe Credit Parties, shall be deemed to constitute any representation or warranty by the Agent- Related Person such Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties Holdings 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 any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this the Credit 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 Borrower PartiesHoldings and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 Credit Parties that which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of any Borrower PartyLoan Party or any audit or due diligence review prepared by the internal auditor of any Agent, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower and the other Loan Parties and made its own decision to make its Loans extend credit to the Borrower hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or under the other Loan Documents, no Agent shall 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 Parties that any Loan Party which may come into the possession of such Agent or any Agent-Related Personof its officers, directors, employees, agents, attorneys‑in‑fact or Affiliates. Without limiting the generality of the foregoing, no Agent shall have any duty to monitor or verify the Collateral used to calculate the Borrowing Base or the reporting requirements or the contents of reports delivered by the Borrower. Each Lender assumes the responsibility of keeping itself informed at all times.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any of its respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of a Borrower, any Borrower Guarantor or any other Credit Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any LenderLender or any Letter of Credit Issuer. Each Lender and Letter of Credit Issuer represents to each Agent that it has, independently and without reliance upon any Agent-Related Person such Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties each Borrower, any Guarantor and any other Credit 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 any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Credit 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 Partiesany Borrower, any Guarantor and any other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 Parties any Borrower, any Guarantor or any other Credit Party that may come into the possession of such Agent any Agentof its respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliate.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of the Borrower or any Borrower PartyLoan Party or any audit performed by the Administrative Agent’s internal auditor pursuant to Section 6.1(l), shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower and the other Loan Parties and made its own decision to make its Loans extend credit to the Borrower hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower and other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderor the Co-Collateral Agents hereunder or under any of the other Loan Documents, no Agent shall 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 Parties that or any other Loan Party which may come into the possession of such Agent or any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact, Subsidiaries or Affiliates. Without limiting the generality of the foregoing, no Agent shall have any duty to monitor the Collateral used to calculate the Borrowing Base or the reporting requirements or the contents of reports delivered by the Borrower. Each Lender assumes the responsibility of keeping itself informed at all times.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their 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 any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower PartiesLoan Parties and their affiliates. Each Lender agrees that in connection with any amendment, modification, waiver or supplement of this Agreement it will, independently and without reliance upon any Agent or any other Lender, make its own credit analysis, appraisals and decisions and will not rely upon any other Lender or Agent nor owe any respsonsibility to any other Agent or Lender in connection with such analysis, appraisal or decision. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither Agents nor any of their officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person Agents hereafter taken, including any review of the affairs of any Borrower Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person Agents to any Lender. Each Lender represents to each Agent Agents that it has, independently and without reliance upon any Agent-Related Person Agents 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 Parties each Loan Party 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 any Agent-Related Person 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 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 Partieseach Loan Party. Except for notices, reports reports, and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 Parties that any Loan Party which may come into the possession of Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each of the Lenders and the Issuing Lender expressly acknowledges that no none of the Administrative Agent, the other Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter the Administrative Agent or the other Agents hereinafter taken, including any review of the affairs of any the Borrower PartyParties, shall be deemed to constitute any representation or warranty by the Agent- Related Person Administrative Agent or the other Agents to any Lender or the Issuing Lender. Each of the Lenders and the Issuing Lender represents to each the Administrative Agent and the other Agents that it has, independently and without reliance upon any the Administrative Agent-Related Person , the other Agents or any other Lender or the Issuing 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 Parties and made its own decision to make its Loans loans hereunder and enter into this Credit Agreement. Each Lender and the Issuing Lender also represents that it will, independently and without reliance upon any the Administrative Agent-Related Person , the other Agents or any other Lender or the Issuing Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, 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 Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Issuing Lender by the Administrative Agent hereunder, no Agent the Administrative Agent, the other Agents shall not have any duty or responsibility to provide any Lender or the Issuing 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 or other Borrower Parties that which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by the Agent- such Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties 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 any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 and creditworthiness of the Borrower Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent Bank hereunder, no Agent shall 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 Parties that which may come into the possession of any Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents nor any of their respective officers, directors, employees, agents, advisors, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person , any arranger of the Term B Facility or any amendment thereto or any other LenderLender or any of their respective Related Parties, 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 Loan Parties and their 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 any Agent-Related Person , any arranger of the Term B Facility or any amendment thereto or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 PartiesLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, advisors, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has neither the Agents nor any of their respective officers, directors, employees, agents, advisors, attorneys‑in‑fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person , any Lead Arranger or any other LenderLender 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, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their 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 any Agent-Related Person , any Lead Arranger or any other LenderLender or any of their Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 PartiesLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Agent-Related Personof its officers, directors, employees, agents, advisors, attorneys‑in‑fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person Agent nor any of their respective officers, directors, employees, agents, attorneys in fact or affiliates has made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Group Member or any Borrower Partyaffiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties Group Members and their 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 any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower PartiesGroup Members and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative an applicable Agent hereunder, no such Agent shall 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 Parties any Group Member or any affiliate of a Group Member that may come into the possession of such Agent or any Agent-Related Personof its officers, directors, employees, agents, attorneys in fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any of its officers, directors, employees, agents, attorneys-Related Person in- fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of any Borrower Partythe Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian and the Receivables and made its own decision to make purchase its interest in the Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and any of the other Loan Basic 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 PartiesBorrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian and the Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, no Agent shall 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 Parties that Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian or the Receivables which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates. Section 10.06.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has none of the Administrative Agent and the Syndication Agents nor any of their respective officers, directors, employees, agents, advisors, attorneys in fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent or any Agent-Related Person Syndication Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person Administrative Agent or any Syndication Agent to any Lender. Each Lender represents to each the Administrative Agent and the Syndication Agents that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person Syndication 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 Loan Parties and their 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 Administrative Agent, any Agent-Related Person Syndication Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 PartiesLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Agent-Related Personof its officers, directors, employees, agents, advisors, attorneys in fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has none of the Administrative Agent and the Syndication Agent nor any of their respective officers, directors, employees, agents, advisors, attorneys in fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person the Administrative Agent or the Syndication Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person Administrative Agent or the Syndication Agent to any Lender. Each Lender represents to each the Administrative Agent and the Syndication Agent that it has, independently and without reliance upon any the Administrative Agent-Related Person , the Syndication 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 Loan Parties and their 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 any the Administrative Agent-Related Person , the Syndication Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 PartiesLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Agent-Related Personof its officers, directors, employees, agents, advisors, attorneys in fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly and each Issuing Bank acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person the Agents 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, credit analysis and investigation into, the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender and each Issuing Bank also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person the Agents 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. Each Lender, by delivering its signature page to this Agreement and funding its Loans on the other Effective Date, or delivering its signature page to an Assignment and Assumption, Incremental Facility Amendment, Refinancing Amendment or Loan DocumentsModification Agreement pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to make such investigation as it deems necessary to inform itself as to the businessand approved, assets, operations, property, financial each Loan Document and each other conditions, prospects and creditworthiness of the Borrower Parties. Except for notices, reports and other documents expressly document required to be furnished to delivered to, or be approved by or satisfactory to, the Administrative Agent, the Collateral Agent or the Lenders by on the Administrative Agent hereunder, no Agent Effective Date. No Lender shall have any duty right individually to realize upon any of the Collateral or responsibility to provide enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Agents on behalf of the Lenders in accordance with the terms thereof. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, any Agent or any Lender with may be the purchaser or licensor of any credit or all of such Collateral at any such sale or other information concerning disposition, and the businessCollateral Agent, operationsas agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, assetsfor the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, property, financial to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of the Lenders at such sale or other conditionsdisposition. Each Lender, prospects whether or creditworthiness not a party hereto, will be deemed, by its acceptance of the Borrower Parties that may come into benefits of the possession Collateral and of any Agent-Related Personthe Guarantees of the Secured Obligations, to have agreed to the foregoing provisions.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Agent nor any of its Related Person Parties has made any representations or warranties to it and that no act by any Agent-Related Person hereafter such Agent hereinafter taken, including including, without limitation, any review of the affairs of any the Borrower Partyand the other Loan Parties, shall be deemed to constitute any representation or warranty by the Agent- Related Person such Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person such Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower and the other Loan Parties 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 any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative applicable Agent hereunderhereunder or under any other applicable Loan Document, no 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 Parties that or any other Loan Party which may come into the possession of such Agent or any Agent-of its Related PersonParties.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no none of the Administrative Agent, the other Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter the Administrative Agent or the other Agents hereinafter taken, including any review of the affairs of any Borrower Partythe Transaction Parties, shall be deemed to constitute any representation or warranty by the Agent- Related Person Administrative Agent or the other Agents to any Lender. Each Lender represents to each the Administrative Agent and the other Agents that it has, independently and without reliance upon any the Administrative Agent-Related Person , the other Agents 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 Transaction Parties and made its own decision to make its Loans loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any the Administrative Agent-Related Person , the other 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 the other Loan DocumentsAgreement, 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 Transaction Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no the Administrative Agent and the other 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 and other conditions, prospects condition or creditworthiness of the Borrower Transaction Parties that which may come into the possession of the Administrative Agent or any Agentother Agent or any of their respective officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of CFC or its Subsidiaries or any Borrower Partyaffiliate of CFC or its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties CFC or its Subsidiaries and their 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 any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 CFC and its Subsidiaries and the Borrower Partiesaffiliates of CFC and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Managing Administrative Agent hereunder, no the Managing 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 Parties CFC and its Subsidiaries or any affiliate of CFC and its Subsidiaries that may come into the possession of the Managing Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any of its respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of a Borrower, any Borrower Guarantor or any other Credit Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any LenderLender or any Letter of Credit Issuer. Each Lender and Letter of Credit Issuer represents to each Agent that it has, independently and without reliance upon any Agent-Related Person such 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 Parties each Borrower, any Guarantor and any other Credit 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 any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Credit 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 Partiesany Borrower, any Guarantor and any other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 Parties any Borrower, any Guarantor or any other Credit Party that may come into the possession of such Agent any Agentof its respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliate.

Non-Reliance on Agents and Other Lenders. Each Lender and Issuing Bank expressly acknowledges that no Agent-the Agents, any of their respective Related Person has Parties and the Arrangers have not made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender and Issuing Bank represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of of, the Borrower Loan Parties and their 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 any Agent-Related Person Agent or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 PartiesLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Agent-of its Related PersonParties. Each Lender and each Issuing Bank represents and warrants, as of the date each such Lender or Issuing Bank becomes a Lender or an Issuing Bank, 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 facilities set forth herein as may be applicable to such Lender or Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing. Each Lender and each Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such 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 facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Agents and Other Lenders. Each Lender expressly and Issuing Bank acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person Agent Party 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, credit analysis and investigation into, the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender and Issuing Bank also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person Agent Party 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 and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder. Each Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and certain other facilities set forth herein and (ii) it is engaged in making, acquiring or holding commercial loans, issuing or participating in letters of credit or providing other similar facilities in the ordinary course and is entering into this Agreement as a Lender or Issuing Bank for the purpose of making, acquiring or holding commercial loans, issuing or participating in letters of credit and providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Issuing Bank agrees not 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 assert a claim in contravention of the Borrower Partiesforegoing. Except for noticesEach Lender and each Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, reports acquire or hold commercial loans, issue or participate in letters of credit and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall have any duty or responsibility to provide any other facilities set forth herein, as may be applicable to such Lender with any or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans, issue or participate in letters of credit or to provide such other information concerning the businessfacilities, operationsis experienced in making, assetsacquiring or holding such commercial loans, property, financial issue or participate in letters of credit or providing such other conditions, prospects or creditworthiness of the Borrower Parties that may come into the possession of any Agent-Related Person.facilities. Section 8.09

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents or any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by the Agent- Related Person such Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person such 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 Parties 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 any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower PartiesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative any Agent hereunder, no Agent shall 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 Parties that which may come into the possession of any AgentAgent or any of their respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no none of the Agent-Related Person Persons has made any representations representation or warranties warranty to it it, and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs or Property of any Borrower Partyof the Credit Parties or their Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent- any Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties Borrowers and any other Person (other than the Lenders) party to a Loan Document, and all applicable bank regulatory laws relating to the 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. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, 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 PartiesBorrowers and any other Person (other than the Lenders) party to a Loan Document. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereundersuch Agent, no Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, assets, propertyProperty, financial or and other conditions, prospects condition or creditworthiness of the Borrower Parties Borrowers or of any other Person party to a Loan Document that may come into the possession of any of the Agent-Related PersonPersons.

Non-Reliance on Agents and Other Lenders. Each Lender and Issuing Bank expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender and Issuing Bank represents and warrants to the Agents that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, in each Agent that case in the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance upon any Agent-Related Person Agent or any other LenderLender or any of the Related Parties of the foregoing, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of of, the Borrower Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Credit AgreementAgreement and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing 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 facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower PartiesLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations representation or warranties warranty to it and that no act by any Agent-Related Person hereafter an Agent hereinafter taken, including any review of the affairs of any Borrower Partythe Credit Parties, shall be deemed to constitute any representation or warranty by the Agent- Related Person Agents to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents 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 Credit Parties 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 any Agent-Related Person the 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 the other Loan DocumentsAgreement, 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 Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative an Agent hereunder, no Agent shall 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 Credit Parties that which may come into the possession of such Agent or any Agentof their officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender Lender, the LC Administrator and the Fronting Bank expressly acknowledges that no Agent-Related Person none of the Agents nor the Arrangers has made any representations representation or warranties warranty to it it, and that no act by any Agent-Related Person Agent or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Loan Parties or any Borrower Partyof their Affiliates, shall be deemed to constitute any representation or any warranty by any Agent or the Agent- Related Person Arrangers to any Lender, the LC Administrator or the Fronting Bank as to any matter, including whether any Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender Lender, the LC Administrator and the Fronting Bank represents to each Agent and the Arrangers that it has, it has, independently and without reliance upon any Agent-Related Person the Administrative 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, and investigation into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties Borrowers and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the 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 Lender, the LC Administrator and the Fronting Bank also represents acknowledges that it will, independently and without reliance upon any the Administrative Agent-Related Person , the Arrangers, the LC Administrator, the Fronting Bank 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 Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender and the other Fronting Bank represents and warrants that (i) the Loan DocumentsDocuments 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 Fronting Bank for the purpose of making, acquiring or holding commercial loans set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and Fronting Bank agrees not 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 assert a claim in contravention of the Borrower Partiesforegoing. Except for noticesEach Lender and Fronting Bank represents and warrants that it is sophisticated with respect to decisions to make, reports acquire or hold commercial loans, as may be applicable to such Lender or Fronting Bank, and other documents expressly required either it, or the Person exercising discretion in making its decision to be furnished to the Lenders by the Administrative Agent hereundermake, no Agent shall have any duty acquire or responsibility to provide any Lender with any credit hold such commercial loans, is experienced in making, acquiring or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties that may come into the possession of any Agent-Related Personholding such commercial loans.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any officer, director, employee, agent, attorney-Related Person in-fact or Affiliate of any Agent has made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of any Borrower Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any such Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties each Loan Party and made its own decision to make its Loans Loans, participate in Letters of Credit issued hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower Partieseach Loan Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative an Agent hereunder, no Agent shall 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 Parties that any Loan Party which may come into the possession of such Agent or any officer, director, employee, agent, attorney-in-fact or Affiliate of such Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any officers, directors, employ- ees, agents, attorneys-Related Person in-fact or Affiliates thereof has made any representations represen- tations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of any Borrower Partythe Credit Parties, shall be deemed to constitute any representation or warranty by the Agent- Related Person such Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties 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 reli- ance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action ac- tion under this the Credit 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 fxxxx- cial and other conditions, prospects condition and creditworthiness of the Borrower Partiesand its Subsidi- aries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 Credit Parties that which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates. 10.7.

Non-Reliance on Agents and Other Lenders. Each Lender expressly and each L/C Issuer acknowledges that no none of the Agent-Related Person Persons has made any representations representation or warranties warranty to it it, and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs or Property of any Borrower Partyof the Credit Parties or their Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent- any Agent-Related Person to any LenderLender or any L/C Issuer. Each Lender and L/C Issuer represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties Borrowers and any other Person (other than the Lenders and L/C Issuers) party to a Loan Document, and all applicable bank regulatory laws relating to the 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. Each Lender and L/C Issuer also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, 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 PartiesBorrowers and any other Person (other than the Lenders and L/C Issuers) party to a Loan Document. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereundersuch Agent, no Agent shall have any duty or responsibility to provide any Lender or any L/C Issuer with any credit or other information concerning the business, prospects, operations, assets, propertyProperty, financial or and other conditions, prospects condition or creditworthiness of the Borrower Parties Borrowers or of any other Person party to a Loan Document that may come into the possession of any of the Agent-Related PersonPersons.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no none of the Agent-Related Person Persons has made any representations representation or warranties warranty to it it, and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs or Property of the Borrower and any Borrower Partyof its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent- any Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and any other Person (other than the Lenders) party to a Loan Document, and all applicable bank regulatory laws relating to the 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. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, 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 Partiesand any other Person (other than the Lenders) party to a Loan Document. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereundersuch Agent, no Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, assets, propertyProperty, financial or and other conditions, prospects condition or creditworthiness of the Borrower Parties and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related PersonPersons.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, partners, employees, agents, advisors, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Group Member or any Borrower Partyaffiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and the Guarantors and their 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 any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower Partiesand the Guarantors and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties any Group Member or any affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, partners, employees, agents, advisors, attorneys-in-fact or affiliates. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent-Related Person; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Borrower and the Guarantors and will rely significantly upon the Borrower and the Guarantors’ books and records, as well as on representations of the Borrower and the Guarantors’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Group Member or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no none of the Administrative Agent, the other Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter the Administrative Agent or the other Agents hereinafter taken, including any review of the affairs of any Borrower Partythe Borrowers, shall be deemed to constitute any representation or warranty by the Agent- Related Person Administrative Agent or the other Agents to any Lender. Each Lender represents to each the Administrative Agent and the other Agents that it has, independently and without reliance upon any the Administrative Agent-Related Person , the other Agents 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 Parties and made its own decision to make its Loans loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any the Administrative Agent-Related Person , the other 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 the other Loan DocumentsAgreement, 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 PartiesBorrowers. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no the Administrative Agent and the other 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 and other conditions, prospects condition or creditworthiness of the Borrowers or other Borrower Parties that which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. (a) Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their affiliates and made its own decision to make its Loans extend credit hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower PartiesLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderand the Collateral Agent hereunder or under any other Loan Document, no the Administrative Agent and the Collateral Agent, as the case may be, 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent, the Collateral Agent or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates. Neither the Syndication Agent-Related Person, the Documentation Agent, the Joint Lead Arrangers nor the Joint Bookrunners shall have nor shall be deemed to have any fiduciary relationship with any Lender.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person either Agent hereafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by the Agent- Related Person either Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person either 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 Parties 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 any Agent-Related Person 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 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 Borrower PartiesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or furnished to the Administrative Agent for the account of, or with a counterpart or copy for, each Lender, no Agent shall 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 Parties that or any of its Subsidiaries which may come into the possession of either Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender of the Lenders and the Issuing Lenders expressly acknowledges that no none of the Administrative Agent, the other Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter the Administrative Agent or the other Agents hereinafter taken, including any review of the affairs of any the Borrower PartyParties, shall be deemed to constitute any representation or warranty by the Agent- Related Person Administrative Agent or the other Agents to any Lender or any Issuing Lender. Each Lender of the Lenders and the Issuing Lenders represents to each the Administrative Agent and the other Agents that it has, independently and without reliance upon any the Administrative Agent-Related Person , the other Agents or any other Lender or any other Issuing 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 Parties and made its own decision to make its Loans loans hereunder and enter into this Credit Agreement. Each Lender and each Issuing Lender also represents that it will, independently and without reliance upon any the Administrative Agent-Related Person , the other Agents or any other Lender or any other Issuing Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, 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 Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders or the Issuing Lenders by the Administrative Agent hereunder, no Agent the Administrative Agent, the other Agents shall not have any duty or responsibility to provide any Lender or any Issuing 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 or other Borrower Parties that which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no none of the Administrative Agent, the other Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter the Administrative Agent or the other Agents hereinafter taken, including any review of the affairs of any the Borrower PartyParties, shall be deemed to constitute any representation or warranty by the Agent- Related Person Administrative Agent or the other Agents to any Lender. Each Lender represents to each the Administrative Agent and the other Agents that it has, independently and without reliance upon any the Administrative Agent-Related Person , the other Agents 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 Parties and made its own decision to make its Loans loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any the Administrative Agent-Related Person , the other 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 the other Loan DocumentsAgreement, 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 Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no the Administrative Agent and the other 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 and other conditions, prospects condition or creditworthiness of the Borrower or other Borrower Parties that which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations representation or warranties warranty to it and that no act by any Agent-Related Person hereafter an Agent hereinafter taken, including any review of the affairs of any Borrower Partythe Credit Parties, shall be deemed to constitute any representation or warranty by the Agent- Related Person Agents to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents 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 Credit Parties 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 any Agent-Related Person the 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 the other Loan DocumentsAgreement, 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 Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative an Agent hereunder, no Agent shall 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 Credit Parties that which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents, the Joint Lead Arrangers or any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent or any Joint Lead Arranger hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent or any Joint Lead Arranger to any Lender. Each Lender represents to each Agent the Agents and the Joint Lead Arrangers that it has, independently and without reliance upon any Agent-Related Person , any Joint Lead Arranger 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 Loan Parties and their 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 any Agent-Related Person , any Joint Lead Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower PartiesLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents, NationsBanc Capital Markets, Inc. ("NCMI") nor any of their officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations or warranties to it and that no act by the Agents, NCMI or any Agent-Related Person hereafter affiliate thereof hereinafter taken, including any review of the affairs of any Borrower Credit Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person Agents or NCMI to any Lender. Each Lender represents to each Agent the Agents and NCMI that it has, independently and without reliance upon any Agent-Related Person the Agents or NCMI 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 and creditworthiness of the Borrower Credit Parties 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 any Agent-Related Person the Agents, 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 the other Loan DocumentsAgreement, 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 Credit Parties. The Administrative Agent shall promptly provide to the Lenders (a) copies of all notices of Defaults or Events of Default or other notices received in accordance with Section 11.1, (b) copies of all financial statements, certificates and other information sent to it by the Borrower Partiespursuant to Section 7.1, (c) any written information it receives regarding the unsecured debt rating of Highwoods Properties and (d) such other documents or notices received by the Administrative Agent pursuant to this Agreement and requested in writing by a Lender. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent the Agents 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 Credit Parties that which may come into the possession of the Agents, NCMI or any Agentof their officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person either Agent hereafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by the Agent- Related Person either Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person either 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 Parties 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 any Agent-Related Person 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 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 Borrower PartiesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or furnished to the Administrative Agent for the account of, or with a counterpart or copy for, each Lender, no Agent shall 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 Parties that Borrower, any of its Subsidiaries or any Excluded Subsidiary which may come into the possession of either Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or Affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Credit Party or any Borrower Affiliate of a Credit Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Credit Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and the other Credit AgreementDocuments, if applicable. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Credit 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 PartiesCredit Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no the Administrative Agent shall have not have, and in no event shall any Collateral Agent 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 Parties any Credit Party or any Affiliate of a Credit Party that may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents, Arrangers, Syndication Agents, Senior Managing Agents or Documentation Agents, nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person Administrative Agent to any Lender. Each Lender represents to each Agent the Agents, Arrangers, Syndication Agents, Senior Managing Agents and Documentation Agents, that it has, independently and without reliance upon any the Administrative Agent-Related Person , Arrangers, Syndication Agents, Senior Managing Agents or Documentation Agents, 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 Loan Parties and their 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 any the Administrative Agent-Related Person , Arrangers, Syndication Agents, Senior Managing Agents or Documentation 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 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 PartiesLoan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties any Loan Party or any Affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Arranger, the Agents nor any of their respective officers, directors, employees, agents, attorneys and other advisors, partners, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by the Arranger or any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person Arranger or any Agent to any Lender. Each Lender represents to each Agent the Arranger and the Agents that it has, independently and without reliance upon the Arranger or any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditionscondition, prospects and creditworthiness of the Borrower Loan Parties and their affiliates and made its own decision to make its Loans (and in the case of the Issuing Lender, its Letters of Credit) hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Arranger or any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 conditionscondition, prospects and creditworthiness of the Borrower PartiesLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no neither the Arranger nor any Agent shall 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of the Arranger or such Agent or any Agentof its officers, directors, employees, agents, attorneys and other advisors, partners, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of any Borrower Partyor any other Loan Party or any audit performed by the Administrative Agent’s internal auditor pursuant to Section 6.1(l), shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Borrowers and the other Loan Parties and made its own decision to make its Loans extend credit to the Borrowers hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower Borrowers and other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent, the Canadian Agent hereunderor the Co-Collateral Agents hereunder or under any of the other Loan Documents, no Agent shall 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 Parties that Borrowers or any other Loan Party which may come into the possession of such Agent or any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact, Subsidiaries or Affiliates. Without limiting the generality of the foregoing, no Agent shall have any duty to monitor the Collateral used to calculate the U.S. Borrowing Base or the Kildair Borrowing Base or the reporting requirements or the contents of reports delivered by any Borrower. Each Lender assumes the responsibility of keeping itself informed at all times.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither any Note Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person Note Agent hereafter taken, including any review of the affairs of any Borrower PartyBorrower, any Contingent Obligor, any trustee for any Designated Series, the Master Collateral Agent or the Lender Collateral Agent shall be deemed to constitute any representation or warranty by the Agent- Related Person such Note Agent to any Lender. Each Lender represents to each the Administrative Agent and the Agent for its Lender Group that it has, independently and without reliance upon any Agent-Related Person Note 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 intointo the value and creditworthiness of the Revolver Collateral, the Shared Collateral, the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of each Borrower, AFS Funding Trust, each Contingent Obligor, trustee of each Designated Series, the Borrower Parties Master Collateral Agent or the Lender Collateral Agent and made its own decision to make its Loans hereunder and enter into this Credit AgreementAgreement and its Commitment and make Advances hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Note 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 any of the other Loan Transaction Documents, and to make such investigation as it deems necessary to inform itself as to the value and creditworthiness of the Revolver Collateral, the Shared Collateral, the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of each Borrower, AFS Funding Trust, each Contingent Obligor, trustee of each Designated Series, the Borrower PartiesMaster Collateral Agent or the Lender Collateral Agent. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative Agent hereunderunder Section 5.01(a) or 5.01(b) hereof, no the Administrative Agent shall not have any duty or responsibility to provide any Agent or any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of any Borrower, AFS Funding Trust, any Contingent Obligor, any trustee of any Designated Series, the Borrower Parties that Master Collateral Agent or the Lender Collateral Agent which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents, the Book Manager or the Co-Arrangers nor any of their respective Related Person has Parties have made any representations or warranties to it and that no act by any Agent, the Book Manager or any Co-Related Person Arrangers hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent, the Agent- Related Person Book Manager or any Co-Arrangers to any Lender. Each Lender represents to each Agent the Agents, the Book Manager and the Co-Arrangers that it has, independently and without reliance upon any Agent, the Book Manager or any Co-Related Person Arranger 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 Loan Parties and their 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 any Agent, the Book Manager or any Co-Related Person Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower PartiesLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Agent-of its Related PersonParties.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents, Arrangers, Syndication Agents, Senior Managing Agents or Documentation Agents, nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person Administrative Agent to any Lender. Each Lender represents to each Agent the Agents, Arrangers, Syndication Agents, Senior Managing Agents and Documentation Agents, that it has, 181 independently and without reliance upon any the Administrative Agent-Related Person , Arrangers, Syndication Agents, Senior Managing Agents or Documentation Agents, 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 Loan Parties and their 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 any the Administrative Agent-Related Person , Arrangers, Syndication Agents, Senior Managing Agents or Documentation 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 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 PartiesLoan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties any Loan Party or any Affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of any Borrower Partythe Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian and the Receivables and made its own decision to make purchase its interest in the Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and any of the other Loan Basic 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 PartiesBorrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian and the Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, no Agent shall 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 Parties that Borrower, the Servicer, DFC, the Backup Servicer or the Collateral Custodian or the Receivables which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates. Section 10.06.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither of the Agents nor any of their officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates (including, without limitation, Wachovia Securities, Inc. (the "Arranger"); it being understood that each reference to affiliate in this Section 13.6 shall include the Arranger) has made any representations or warranties to it and that no act by an Agent or any Agent-Related Person hereafter affiliate thereof hereinafter taken, including any review of the affairs of any Borrower Partythe Consolidated Group, shall be deemed to constitute any representation or warranty by the Agent- Related Person an Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents 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 and creditworthiness of the Borrower Parties Consolidated Group 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 any Agent-Related Person the 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 the other Loan DocumentsAgreement, 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 PartiesConsolidated Group. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent Agents hereunder, no Agent the 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 Parties that Consolidated Group which may come into the possession of an Agent or any Agentof its respective officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person the Agents hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender and each Issuing Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender and each Issuing Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 PartiesLoan Parties and their affiliates. Each of the Lenders acknowledges and agrees that outside legal counsel to the Administrative Agent in connection with the preparation, negotiation, execution, delivery and administration (including any amendments, waivers and consents) of this Agreement and the other Loan Documents is acting solely as counsel to the Administrative Agent and is not acting as counsel to any Lender (other than the Administrative Agent and its Affiliates) in connection with this Agreement, the other Loan Documents or any of the transactions contemplated hereby or thereby. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent Agents hereunder, no Agent the Agents 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of either Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Person.in-fact or affiliates. 150

Non-Reliance on Agents and Other Lenders. Each Lender expressly ---------------------------------------- acknowledges that no AgentAgent or any officer, director, employee, agent, attorney- in-Related Person fact or Affiliate of any Agent has made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by the Agent- Related Person such Agent or any other Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and its Subsidiaries 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 any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower Partiesand its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or furnished to the Administrative Agent for the account of, or with a counterpart or copy for, each Lender, no Agent shall 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 Parties that or any of its Subsidiaries which may come into the possession of any Agent or any officer, director, employee, agent, attorney-in-fact or Affiliate of any Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-neither the Agents nor any of their Related Person has Parties have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their 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 any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower PartiesLoan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties any Loan Party or any Affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Agent-Related Personof its officers, directors, employees, agents, attorneys‑in‑fact or Affiliates.

Non-Reliance on Agents and Other Lenders. (i) Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their affiliates and made its own decision to make its Loans extend credit hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower PartiesLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderand the Collateral Agent hereunder or under any other Loan Document, no the Administrative Agent and the Collateral Agent, as the case may be, 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent, the Collateral Agent or any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates. Neither the Co-Syndication Agents, the Co-Documentation Agents, the Joint Lead Arrangers nor the Sole Bookrunner shall have nor shall be deemed to have any fiduciary relationship with any Lender.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or Affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent previously or hereafter taken, including any review of the affairs of a Loan Party or any Borrower Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement and, if applicable, the Amendment Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower PartiesLoan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no the Administrative Agent shall not have any duty or responsibility to disclose or otherwise provide to any Lender with Lender, and shall not be liable for failure to disclose or otherwise provide, any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties any Loan Party or any Affiliate of a Loan Party that may come into the possession of the Person serving as Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates in any capacity.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has none of the Applicable Agents nor any of their respective officers, directors, employees, agents, attorneysinfact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Applicable Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Applicable Agent to any Lender. Each Lender represents to each Agent the Applicable Agents that it has, independently and without reliance upon any Agent-Related Person Applicable 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 Loan Parties and their and its affiliates and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Applicable Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 PartiesLoan Parties and their and its affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative an Applicable Agent hereunder, no Agent the Applicable Agents 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of any Agent-Related PersonApplicable Agent or any of its officers, directors, employees, agents, attorneysinfact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person to any Lender. Each Lender represents to each Agent Lenders and L/C Issuers acknowledges that it has, independently and without reliance upon any Agent-Related Person or , any other Lender, any L/C Issuer or any of their Related Parties and based on such documents and information as it has in its sole discretion 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 Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender of the Lenders and L/C Issuers also represents acknowledges that it will, independently and without reliance upon any Agent-Related Person or , any other Lender, any L/C Issuer or any of their Related Parties and based on such documents and information as it shall from time to time in its sole discretion deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement and the Agreement, any other 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 and creditworthiness of the Borrower PartiesDocument or any related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderas otherwise explicitly set forth in this Agreement, no Agent shall have any obligation, duty or responsibility responsibility, either initially or on a continuing basis, to make any investigation or any appraisal on behalf of Lenders or any L/C issuer or to provide, provide further or update any Lender or L/C Issuer with any credit or other information concerning the businessinformation, operations, assets, property, financial or any other credit or other conditionsinformation it may have provided to any Lender or L/C Issuer, prospects or creditworthiness with respect thereto, whether coming into its possession before the making of the Borrower Parties that may come into Loans or L/C Credit Extension or at any time or times thereafter, no Agent shall have any fiduciary obligation or duty to any Lender or L/C Issuer, and no Agent shall have any responsibility with respect to the possession accuracy of or the completeness of any Agent-Related Personinformation provided to Lenders and/or L/C Issuers. Each Lender and L/C Issuer that becomes a party to this Agreement pursuant to an Assignment and Assumption agrees to each of the provisions applicable to assignees contained in the form Assignment and Assumption attached as Exhibit E-1 hereto. Each Agent is relying on the foregoing.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their 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 any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 PartiesLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by the Agent- such Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties and made its own decision to make its CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 and creditworthiness of the Borrower Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 Parties that which may come into the possession of any Agent-Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person to any Lender. Each Lender represents to each Agent agrees that it has, independently and without reliance upon any Agent-Related Person on the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation intocredit analysis of the Borrower, the business, assets, operations, property, financial Guarantors and other conditions, prospects their Subsidiaries and creditworthiness of the Borrower Parties 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, independently and without reliance upon any Agent-Related Person the 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 analysis and decisions in taking or not taking action under this Credit Agreement and the or any other Loan Documents, and Document. Neither Agent shall be required to make such investigation as it deems necessary to inform keep itself informed as to the businessperformance or observance by the Borrower or Guarantors of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or to inspect the properties or books of the Borrower, assets, operations, property, financial and other conditions, prospects and creditworthiness the Guarantors or any Subsidiary of the Borrower Partiesor any Guarantor. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no the Administrative Agent shall not have any duty or responsibility to any other Lender 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 Parties that Borrower, the Guarantors or any Subsidiary (or any of their Affiliates) which may come into the possession of the Administrative Agent or of its Affiliates. The Administrative Agent shall not be required to file this Agreement, any Agent-Related other Loan Document or any document or instrument referred to herein or therein, or record or give notice of this Agreement, any other Loan Document or any document or instrument referred to herein or therein, to any Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of any Borrower Partythe Borrower, Santander Consumer, the Servicer and the Originators shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties Borrower, the Servicer, Santander Consumer and the Originators and the Receivables and made its own decision to make fund Loans and purchase its Loans interest in the Notes hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and any of the other Loan Transaction 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 PartiesBorrower, the Servicer, Santander Consumer and the Originators and the Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, no Agent shall 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 Parties that Borrower, the Servicer, Santander Consumer and the Originators or the Receivables which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no none of the Agent-Related Person Persons has made any representations representation or warranties warranty to it it, and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs or Property of any Borrower PartyBorrower, shall be deemed to constitute any representation or warranty by the Agent- any Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Borrower and any other Person (other than the Borrower Parties Lenders) party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this Credit AgreementAgreement and to extend credit to Borrower. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, 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 Borrower and any other Person (other than the Borrower PartiesLenders) party to a Loan Document. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereunderAgent, no Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, assets, propertyProperty, financial or and other conditions, prospects condition or creditworthiness of the Borrower Parties and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related PersonPersons.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person to any Lender. Each Lender represents to each Agent Secured Party agrees that it has, independently and without reliance upon any Agent-Related Person on Agents or any other LenderSecured Party, and based on such documents and information as it has deemed appropriate, made its own appraisal of, credit analysis of Borrowers and investigation into, the business, assets, operations, property, financial Guarantors and other conditions, prospects and creditworthiness of the Borrower Parties and has made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents Agreement and that it will, independently and without reliance upon any Agent-Related Person Agents or any other LenderSecured Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Credit Agreement and or any of the other Loan Documents, and Financing Agreements. Agents 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 performance or observance by any Borrower or Guarantor of any term or provision of this Agreement or any of the other Financing Agreements or any other document referred to or provided for herein or therein or to inspect the properties or books of any Borrower Partiesor Guarantor. Agents will use reasonable efforts to provide Lenders with any information received by Agents from any Borrower or Guarantor which is required to be provided to Lenders or deemed to be requested by Lenders hereunder and with a copy of any Notice of Default or Failure of Condition received by Agents from any Borrower or any Lender; provided, that, Agents shall not be liable to any Lender for any failure to do so, except to the extent that such failure is attributable to Agents’ own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. Except for notices, reports and other documents expressly required to be furnished to the Lenders by Agents or deemed requested by Lenders hereunder (including the Administrative Agent hereunderdocuments provided for in Section 12.10 hereof), no Agent Agents shall not have any duty or responsibility to provide any Lender with any other credit or other information concerning the business, operations, assets, propertyaffairs, financial condition or other conditions, prospects business of any Borrower or creditworthiness of the Borrower Parties Guarantor that may come into the possession of any Agent-Related PersonAgents.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents or any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by the Agent- Related Person such Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person such 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 Parties 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 any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action (Credit Agreement) under this Credit 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 Borrower PartiesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative any Agent hereunder, no Agent shall 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 Parties that which may come into the possession of any AgentAgent or any of their respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of the Borrowers or any Borrower Partyaudit performed by the Administrative Agent’s internal auditor pursuant to Section 6.1(l), shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Borrowers and the other Loan Parties and made its own decision to make its Loans extend credit to the Borrowers hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower PartiesBorrowers. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or under the other Loan Documents, no Agent shall 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 Parties that Borrowers which may come into the possession of such Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates. Without limiting the generality of the foregoing, no Agent shall have any duty to monitor the Collateral used to calculate any Borrowing Base or the reporting requirements or the contents of reports delivered by the Borrowers. Each Lender assumes the responsibility of keeping itself informed at all times.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by the Agent- such Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties 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 any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 and creditworthiness of the Borrower Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 Parties that which may come into the possession of any Agent-Related Agent‑Related Person.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no none of the Agent-Related Person Persons has made any representations representation or warranties warranty to it it, and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs or Property of any Borrower Partyof the Credit Parties or their Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent- any Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties Borrowers and any other Person (other than the Lenders) party to a Loan Document, and all applicable bank regulatory laws relating to the 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. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Documents, 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 PartiesBorrowers and any other Person (other than the Lenders) party to a Loan Document. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereundersuch Agent, no Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, assets, propertyProperty, financial or and other conditions, prospects condition or creditworthiness of the Borrower Parties Borrowers or of any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Person.Persons. 99

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person hereafter the Agents hereinafter taken, including any review of the affairs of the Company or any Borrower Partyof its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent- Related Person Agents to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents 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 conditionscondition, prospects and creditworthiness of the Borrower Parties 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 any Agent-Related Person the 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 the other Loan DocumentsAgreement, 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 PartiesCompany and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent The 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 and other conditionscondition, prospects or creditworthiness of the Borrower Parties that Company or any of its Subsidiaries which may come into the possession of the Agents or any Agentof their officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has none of the Administrative Agent and the Syndication Agent nor any of their respective officers, directors, employees, agents, advisors, attorneys in fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person the Administrative Agent or the Syndication Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person Administrative Agent or the Syndication Agent to any Lender. Each Lender represents to each the Administrative Agent and the Syndication Agent that it has, independently and without reliance upon any the Administrative Agent-Related Person , the Syndication 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 Loan Parties and their affiliates and made its own decision to make its Loans issue Letters of Credit or obtain and fund L/C Participations hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any the Administrative Agent-Related Person , the Syndication Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 PartiesLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Agent-Related Personof its officers, directors, employees, agents, advisors, attorneys in fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents, NationsBanc Xxxxxxxxxx Securities LLC ("NMS") nor any of their officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations or warranties to it and that no act by the Agents, NMS or any Agent-Related Person hereafter affiliate thereof hereinafter taken, including any review of the affairs of any Borrower Credit Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person Agents or NMS to any Lender. Each Lender represents to each Agent the Agents and NMS that it has, independently and without reliance upon any Agent-Related Person the Agents or NMS 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 and creditworthiness of the Borrower Credit Parties 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 any Agent-Related Person the Agents, NMS or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsAgreement, 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 Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent the Agents and NMS 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 Credit Parties that which may come into the possession of the Agents, NMS or any Agentof their officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents, the Advisor, the Arranger or the Co-Related Person has Arrangers nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent, the Advisor, the Arranger or any Co-Related Person Arranger hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent, the Agent- Related Person Advisor, the Arranger or any Co-Arranger to any Lender. Each Lender represents to each Agent the Agents, the Advisor, the Arranger and the Co-Arrangers that it has, independently and without reliance upon any Agent, the Advisor, the Arranger or any Co-Related Person Arranger 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 Loan Parties and their 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 any Agent, the Advisor, the Arranger or any Co-Related Person Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower PartiesLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of the Borrowers or any Borrower PartyLoan Party or any audit performed by the Administrative Agent’s internal auditor pursuant to Section 6.1(l), shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Borrowers and the other Loan Parties and made its own decision to make its Loans extend credit to the Borrowers hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower Borrowers and other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderor the Collateral Agent hereunder or under any of the other Loan Documents, no Agent shall 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 Parties that Borrowers or any other Loan Party which may come into the possession of such Agent or any of their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates. Without limiting the generality of the foregoing, no Agent shall have any duty to monitor the Collateral used to calculate the Borrowing Base or the reporting requirements or the contents of reports delivered by the Borrowers or the Borrower’s Agent-Related Person. Each Lender assumes the responsibility of keeping itself informed at all times.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representations representation or warranties warranty to it and that no act by any Agent-Related Person hereafter an Agent hereinafter taken, including any review of the affairs of any Borrower Partythe Credit Parties, shall be deemed to constitute any representation or warranty by the Agent- Related Person Agents to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents 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 Credit Parties 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 any Agent-Related Person the 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 the other Loan DocumentsAgreement, 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 Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative an Agent hereunder, no Agent Agents shall 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 Credit Parties that which may come into the possession of such Agents or any Agentof their officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no AgentAgent nor any of its respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of a Borrower, any Borrower Guarantor or any other Credit Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any LenderLender or any Letter of Credit Issuer. Each Lender and Letter of Credit Issuer represents to each Agent that it has, independently and without reliance upon any Agent-Related Person such 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 Parties each Borrower, any Guarantor and any other Credit 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 any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan Credit 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 Partiesany Borrower, any Guarantor and any other Credit Party. Except for notices, reports and other documents expressly required to be furnished famished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 Parties any Borrower, any Guarantor or any other Credit Party that may come into the possession of such Agent any Agentof its respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliate.

Non-Reliance on Agents and Other Lenders. Each Lender (and each other Secured Party) expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Loan Party or any Borrower affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any LenderLender or any other Secured Party. Each Lender (and each other Secured Party) represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other LenderLender or any other Secured Party, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement or any Specified Hedge Agreement. Each Lender (and each other Secured Party) also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other LenderLender or any other Secured Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Loan DocumentsDocuments or any Specified Hedge 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 PartiesLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no the Administrative Agent shall not have any duty or responsibility to provide any Lender or any other Secured Party with any credit or other information concerning the business, operations, assets, property, condition (financial or other conditionsotherwise), prospects or creditworthiness of the Borrower Parties any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentnone of the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of Borrower or any Borrower Partyaudit or due diligence review prepared by the internal auditor of any Agent, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Parties and made its own decision to make its Loans extend credit to the Borrower hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower PartiesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or under the other Loan Documents, no Agent shall 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 Parties that which may come into the possession of such Agent or any Agent-Related Personof its officers, directors, employees, agents, attorneys in fact or Affiliates. Without limiting the generality of the foregoing, no Agent shall have any duty to monitor or verify the Collateral used to calculate the Asset Base or the reporting requirements or the contents of reports delivered by the Borrower. Each Lender assumes the responsibility of keeping itself informed at all times.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither Agent nor any of its respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person the Administrative Agent hereafter taken, including any review of the affairs of any Borrower Partythe Borrower, shall be deemed to constitute any representation or warranty by the Agent- Related Person Agents to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents 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 Parties and its Subsidiaries 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 any Agent-Related Person the 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 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 Partiesand its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agents hereunder or furnished to the Administrative Agent hereunderfor the account of, or with a counterpart or copy for, each Lender, no Agent shall 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 Parties that or any of its Subsidiaries which may come into the its possession of or any Agentofficer, director, employee, agent, attorney-Related Personin-fact or Affiliate.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither the Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representations or warranties to it and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of a Loan Party or a Material Joint Venture or any Borrower PartyAffiliate of a Loan Party or any Affiliate of a Material Joint Venture, shall be deemed to constitute any representation or warranty by the Agent- Related Person any Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of the Borrower Loan Parties and the Material Joint Venture 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 any Agent-Related Person Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit 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 Borrower PartiesLoan Parties and the Material Joint Venture and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no 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 any Loan Party or the Borrower Parties Material Joint Venture or any Affiliate of a Loan Party or any Affiliate of a Material Joint Venture that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agentneither of the Agents nor any of their officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates (including, without limitation, NationsBanc Montxxxxxx Xxxurities LLC ("NMS"); it being understood that each reference to affiliate in this Section 10.6 shall include NMS)) has made any representations or warranties to it and that no act by an Agent or any Agent-Related Person hereafter affiliate thereof hereinafter taken, including any review of the affairs of any Borrower Partythe Consolidated Shorewood Group, shall be deemed to constitute any representation or warranty by the Agent- Related Person an Agent to any Lender. Each Lender represents to each Agent the Agents that it has, independently and without reliance upon any Agent-Related Person the Agents 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 and creditworthiness of the Borrower Parties Consolidated Shorewood Group and made its own decision to 86 92 make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the 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 the other Loan DocumentsAgreement, 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 PartiesConsolidated Shorewood Group. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent Agents hereunder, no Agent the 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 Parties that Consolidated Shorewood Group which may come into the possession of an Agent or any Agentof its respective officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person on 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 and creditworthiness of the Borrower Parties financial condition and made its own affairs of the Borrowers and decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents Agreement and the other Loan Documents and agrees that it will, independently and without reliance upon any Agent-Related Person 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 Agreement and or any other Loan Document. The Agents shall not be responsible for the due execution or validity or enforceability of this Credit Agreement, the Notes, the Letters of Credit, any of the other Loan DocumentsDocuments or any instrument at any time constituting, and or intended to make constitute, collateral security for the Notes, or for the value of any such investigation as collateral security or for the validity, enforceability or collectability of any such amounts owing with respect to the Notes, or for any recitals or statements, warranties or representations made herein or in any of the other Loan Documents or in any certificate or instrument hereafter furnished to it deems necessary by or on behalf of the Borrowers, or be bound to inform itself ascertain or inquire as to the businessperformance or observance by the Borrowers of any of the terms, assets, operations, property, financial and other conditions, prospects and creditworthiness covenants or agreements in this Credit Agreement, the other Loan Documents or any other document referred to or provided for herein or therein or to make inquiry of, or to inspect the properties or books of, any Person. The Agents shall not be bound to ascertain whether any notice, consent, waiver or request delivered to it by the Borrowers or any holder of any of the Borrower PartiesNotes shall have been duly authorized or is true, accurate and complete. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent Agents hereunder, no Agent the 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 Parties that any Person which may come into the possession of the Agents or any of their affiliates. The Agents have not made nor do they now make any representations or warranties, express or implied, nor do they assume any liability to the Lenders, with respect to the credit worthiness or financial conditions of the Borrowers. Each Lender shall have access to all documents relating to each Agent-Related Person's performance of its duties hereunder at such Lender's request. Unless any Lender shall promptly object to any action taken by an Agent hereunder (other than actions to which the provisions of ss.15.8 are applicable and other than actions which constitute gross negligencE or willful misconduct by such Agent), such Lender shall conclusively be presumed to have approved the same.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person to any Lender. Each Lender represents to each Agent agrees that it has, independently and without reliance upon any on the Administrative Agent, either Co-Related Person Syndication Agent, either Co-Documentation 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 Parties Company and made the Subsidiaries and its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents , and that it will, independently and without reliance upon any the Administrative Agent, either Co-Related Person Syndication Agent, either Co-Documentation 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 Credit Agreement and Agreement. Neither the Administrative Agent, either Co-Syndication Agent nor either Co-Documentation Agent shall be required to keep itself informed as to the performance or observance by either Borrower of this Agreement, the other Loan Documents, and Documents or any other document referred to make such investigation as it deems necessary or provided for herein or to inform itself as to inspect the business, assets, operations, property, financial and other conditions, prospects and creditworthiness properties or books of the Borrower Partieseither Borrower. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no neither the Administrative Agent, either Co-Syndication Agent nor either Co-Documentation Agent shall 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 business of either Borrower (or creditworthiness any of the Borrower Parties that its Affiliates) which may come into the possession of the Administrative Agent, either Co-Syndication Agent, either Co-Documentation Agent or any Agent-Related Personof its respective Affiliates. In this regard, each Lender acknowledges that Xxxxxxx Xxxxx L.L.P. is acting in this transaction as special counsel to the Administrative Agent only. Each Lender will consult with its own legal counsel to the extent that it deems necessary in connection with this Agreement and other Loan Documents and the matters contemplated herein and therein.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no none of Administrative Agent, the other Agents nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent-Related Person hereafter Administrative Agent or the other Agents hereinafter taken, including any review of the affairs of any Borrower Partythe Transaction Parties, shall be deemed to constitute any representation or warranty by Administrative Agent or the Agent- Related Person other Agents to any Lender. Each Lender represents to each Administrative Agent and the other Agents that it has, independently and without reliance upon any Administrative Agent-Related Person , the other Agents 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 Transaction Parties and made its own decision to make its Loans loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon any Administrative Agent-Related Person , the other 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 the other Loan DocumentsAgreement, 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 Transaction Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Administrative Agent and the other 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 and other conditions, prospects condition or creditworthiness of the Borrower Transaction Parties that which may come into the possession of Administrative Agent or any Agentother Agent or any of their respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by the Agent- Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person on 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 and creditworthiness of the Borrower Parties financial condition and made its own affairs of the Borrowers and decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents Agreement and the other Loan Documents and agrees that it will, independently and without reliance upon any Agent-Related Person 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 Agreement and or any other Loan Document. The Agents shall not be responsible for the due execution or validity or enforceability of this Credit Agreement, the Notes, the Letters of Credit, any of the other Loan DocumentsDocuments or any instrument at any time constituting, and or intended to make constitute, collateral security for the Notes, or for the value of any such investigation as collateral security or for the validity, enforceability or collectability of any such amounts owing with respect to the Notes, or for any recitals or statements, warranties or representations made herein or in any of the other Loan Documents or in any certificate or instrument hereafter furnished to it deems necessary by or on behalf of the Borrowers, or be bound to inform itself ascertain or inquire as to the businessperformance or observance by the Borrowers of any of the terms, assets, operations, property, financial and other conditions, prospects and creditworthiness covenants or agreements in this Credit Agreement, the other Loan Documents or any other document referred to or provided for herein or therein or to make inquiry of, or to inspect the properties or books of, any Person. The Agents shall not be bound to ascertain whether any notice, consent, waiver or request delivered to it by the Borrowers or any holder of any of the Borrower PartiesNotes shall have been duly authorized or is true, accurate and complete. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent Agents hereunder, no Agent the 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 Parties that any Person which may come into the possession of the Agents or any of their affiliates. The Agents have not made nor do they now make any representations or warranties, express or implied, nor do they assume any liability to the Lenders, with respect to the credit worthiness or financial conditions of the Borrowers. Each Lender shall have access to all documents relating to each Agent-Related Person’s performance of its duties hereunder at such Lender’s request. Unless any Lender shall promptly object to any action taken by an Agent hereunder (other than actions to which the provisions of §15.8 are applicable and other than actions which constitute gross negligence or willful misconduct by such Agent), such Lender shall conclusively be presumed to have approved the same.

Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that no Agent-Related Person has made any representations or warranties to it and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by the Agent- Agent-Related Person to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties 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 any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other 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 and creditworthiness of the Borrower Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall 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 112 creditworthiness of the Borrower Parties that which may come into the possession of any Agent-Related Person.