Common use of Credit Decision Clause in Contracts

Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and its Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender Bank acknowledges that none of the --------------- Administrative Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Parent, the Company and its their respective Subsidiaries, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any Lendersuch Bank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Parent, the Company and its their respective Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Lender Bank also represents that it will, independently and without reliance upon any Administrative Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Parent, the Company, or any of their respective Subsidiaries, which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none the Administrative Agent or any of the its Agent-Related Persons has not made any representation or warranty to it, and that no act by any Agent-Related Person the Administrative Agent hereafter taken, including any review of the affairs of the Company and its SubsidiariesBorrower, shall be deemed to constitute any representation or warranty by the Administrative Agent or any of its Agent-Related Person Persons to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any of its Agent-Related Person Persons and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Company and its SubsidiariesBorrower, the value of and title to any Collateral Project, and all applicable bank regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any of its Agent-Related Person Persons 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 Financing Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the CompanyBorrower and the Project. Except for notices, reports and other documents expressly herein required pursuant to any Financing Document to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition or creditworthiness of the Company Project or of the Borrower which may come into the possession of the Administrative Agent or any of the its Agent-Related Persons.

Credit Decision. Each Lender expressly acknowledges that none neither the Administrative Agent nor any of the Agentits Affiliates, officers, directors, employees, agents or attorneys-Related Persons in-fact has made any representation or warranty to it, and that no act by any Agent-Related Person the Administrative Agent hereafter taken, including any review of the affairs of the Company and its SubsidiariesIssuer, the Guarantors, or any of their Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender. Each Lender represents acknowledges to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any Agent-Related Person other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and its SubsidiariesIssuer, the value of Guarantors, and title to any Collateral their Affiliates and all applicable bank Lender regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderAgreement. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent or any Agent-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyIssuer or the Guarantors. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Issuer or the Guarantors which may come into the possession of the Administrative Agent or any of the Agentits Affiliates, officers, directors, employees, agents or attorneys-Related Personsin-fact.

Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter Appointed Agent hereinafter taken, including any review of the affairs of the Company Borrower and its SubsidiariesAffiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Administrative each Appointed Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Obligors and their Affiliates or the Parent Guarantor and its SubsidiariesAffiliates, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrower. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person 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 Agreement, the other Loan DocumentsDocuments and the Unsecured ProFrac Guarantee, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyObligors, the Parent Guarantor and their Affiliates. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Obligors, the Parent Guarantor or any of their Affiliates which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the no Administrative Agent-Related Persons Person has made any representation or warranty to it, and that no act by any Administrative Agent-Related Person hereafter taken, including any review of the affairs of the Company and its Borrower, any Guarantor or their respective Subsidiaries, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Company and its SubsidiariesBorrower, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Administrative Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none the Administrative Agent or any of the its Agent-Related Persons has not made any representation or warranty to it, and that no act by any Agent-Related Person the Administrative Agent hereafter taken, including any review of the affairs of the Company and its SubsidiariesBorrower, shall be deemed to constitute any representation or warranty by the Administrative Agent or any of its Agent-Related Person Persons to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any of its Agent-Related Person Persons and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Company and its SubsidiariesBorrower, the value of and title to any Collateral Project, and all applicable bank regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any of its Agent-Related Person Persons 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, the Collateral Agency Agreement and the other Loan Financing Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower and the Project. Except for notices, reports and other documents expressly herein required pursuant to any Financing Document or the Collateral Agency Agreement to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Project or of the Borrower which may come into the possession of the Administrative Agent or any of the its Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Administrative Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter Administrative Agent hereinafter taken, including any review of the affairs of the Company Borrowers and its their respective Subsidiaries, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrowers and its their respective Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon any Administrative Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrowers which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender Bank acknowledges that none of the Administrative Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Parent, the Company and its their respective Subsidiaries, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any Lendersuch Bank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Parent, the Company and its their respective Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Lender Bank also represents that it will, independently and without reliance upon any Administrative Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Parent, the Company, or any of their respective Subsidiaries, which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender Bank (which for purposes of this Section 9.06 shall include each Designated Bidder) acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Agent hereinafter taken, including any review of the affairs of the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any LenderBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and its Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Lender Bank also represents that it will, independently and without reliance upon any Agent-Related Person 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 Documentsdocuments or instruments given in connection herewith, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of the Company and its SubsidiariesBorrower or any Obligor or any Subsidiary or Affiliate of Borrower or any Obligor, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower and its Subsidiariesany other Person party to a Loan Document, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrower. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower and any other Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which Borrower and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender Bank acknowledges that none of the --------------- Administrative Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any LenderBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and its Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Lender Bank also represents that it will, independently and without reliance upon any Administrative Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrowers which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none neither Administrative Agent nor any of the Administrative Agent-Related Persons has have made any representation or warranty to it, and that no act by any Agent-Related Person hereafter Administrative Agent hereinafter taken, including any review of the affairs of the Company Borrowers and its their Subsidiaries, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrowers and its their Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon any Administrative Agent-Related Person 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 Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrowers which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender Bank acknowledges that none of the --------------- Administrative Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Company Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any LenderBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower and its Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender Bank also represents that it will, independently and without reliance upon any Administrative Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender Bank expressly acknowledges that none of --------------- the Administrative Agent-Related Persons has have made any representation or warranty to it, it and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Company and its Subsidiariesany Nexstar Entity or any Affiliate of any Nexstar Entity, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any LenderBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Nexstar Entities and its Subsidiariestheir Affiliates, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender Bank also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyNexstar Entities and their Affiliates. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Nexstar Entities and their Affiliates which may come into the possession of any of the Administrative Agent-Related Persons.. 122

Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons Agent has --------------- not made any representation or warranty to it, and that no act by any Agent-Related Person the Agent hereafter taken, including any review of the affairs of the Company and its Subsidiariesany Credit Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower and its Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated herebyother Credit Parties, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower and the other Credit Parties. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of the Company Borrower or the other Credit Parties which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender Purchaser acknowledges that none of the Collateral Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter Collateral Agent hereinafter taken, including any review of the affairs of the Company Issuer and its SubsidiariesSubsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Collateral Agent-Related Person to any LenderPurchaser. Each Lender Purchaser represents to the Administrative Collateral Agent that it has, independently and without reliance upon any Collateral Agent-Related Person and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and its SubsidiariesIssuer or any other Person party to a Loan Document, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderIssuer. Each Lender Purchaser also represents that it will, independently and without reliance upon any Collateral Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyIssuer or any other Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders Purchasers by the Administrative Collateral Agent, the Administrative Collateral Agent shall not have any duty or responsibility to provide any Lender Purchaser with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which Issuer or any other Person party to a Loan Document that may come into the possession of any of the Collateral Agent-Related Persons. Each Purchaser acknowledges that Collateral Agent does not have any duty or responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly specified herein) to provide such Purchaser with any credit or other information with respect to Issuer, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information came into Collateral Agent’s or its Affiliates’ or representatives’ possession before or after the date on which such Purchaser became a party to this Agreement.

Credit Decision. Each Lender Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter taken, including any review of the affairs of the Company and its SubsidiariesBorrower, Guarantors or Subsidiaries thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any LenderBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and its SubsidiariesBorrower, the value of and title to any Collateral Guarantors or Subsidiaries thereof, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender Bank also represents that it will, independently and without reliance upon any Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Administrative Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Company Borrowers and its Subsidiariestheir Affiliates, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrowers and its Subsidiariestheir Affiliates, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrowers. Each Lender also represents that it will, independently and without reliance upon any Administrative Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrowers which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of --------------- the Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Agent hereinafter taken, including any review of the affairs of the Company Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the C:\84862\12960\0018.01F 12960.0018 970729 13:27 business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower and its Subsidiaries, the value of and title to any Collateral collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower and its Subsidiaries hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Administrative Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Company Parent and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Parent and its Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrowers. Each Lender also represents that it will, independently and without reliance upon any Administrative Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers and other Credit Parties. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company any Credit Party which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Agents or Agent-Related Persons has made any representation or warranty 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 Borrower, Holdings and its their respective Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent or Agent-Related Person to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon any Agent or Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower, Holdings and its their respective Subsidiaries, the value of and title to any Collateral collateral security, and all applicable bank Lender regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent or Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative AgentAgents, the Administrative Agent Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Agents or Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Administrative Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Company Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower and its Subsidiaries, the value of and title to any Collateral Collateral, and all applicable bank Lender regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person 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 any Loan DocumentsDocument, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any Agentthe Agent and the Co-Related Person hereafter Agent hereinafter taken, including any review of the affairs of the Company Borrower Parties and its Subsidiariestheir Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent and the Co-Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower Parties and its Subsidiariestheir Affiliates, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrowers. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower Parties. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, neither the Administrative Agent nor the Co-Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower Parties which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender expressly acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, such Lender and that no act by any Agent-Related Person hereafter the Agent hereinafter taken, including any review of the affairs of the Company and its SubsidiariesBorrower, the Guarantor, any asset manager, or any Subsidiary or Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Agent to any Lender. Each Lender represents to the Administrative Agent that it such Lender has, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it such Lender has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyproperties, financial and other condition and creditworthiness of the Company and its SubsidiariesBorrower, the value of and title to any Collateral Guarantor, and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyproperties, financial and other condition and creditworthiness of the CompanyBorrower and the Guarantor. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyproperties, financial and other condition or creditworthiness of the Company Borrower, the Guarantor, any asset manager or any Subsidiary or Affiliate thereof which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Administrative Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Company Parent, Lessees and its their Subsidiaries, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and any investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Parent, Lessees and its their Subsidiaries, the value of and title to any Collateral Collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Loan Agreement and to extend credit to the Company Borrower and Lessees hereunder. Each Lender also represents that it will, will independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Loan Agreement and the other Loan Operative Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyLessees and Parent. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Lessees and Parent which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Co-Agent-Related Persons has made any representation or warranty to it, and that no act by any AgentCo-Related Person hereafter Agent hereinafter taken, including any review of the affairs of the Company Borrower and its SubsidiariesAffiliates, shall be deemed to constitute any representation or warranty by any Co-Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent Co-Agents that it has, independently and without reliance upon any Co-Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower and its SubsidiariesAffiliates, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrower. Each Lender also represents that it will, independently and without reliance upon any Co-Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative AgentCo-Agents, the Administrative Agent Co-Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Co-Agent-Related Persons.

Credit Decision. Each Lender expressly acknowledges that none neither the Agent nor any of the Agentits officers, directors, employees, agents, attorneys-Related Persons in-fact or other affiliates has made any representation representations or warranty warranties to it, such Lender and that no act by any Agent-Related Person hereafter the Agent hereinafter taken, including any review of the affairs of the Company and its SubsidiariesBorrower or Guarantors, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Agent to any Lender. Each Lender represents to the Administrative Agent acknowledges that it has, independently and without reliance upon the Agent, any other Lender or counsel to the Agent-Related Person , and based on the financial statements of the Borrower or Guarantors and its affiliates, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate, made its own appraisal of credit and investigation into the business, prospects, operations, property, financial legal analysis and other condition and creditworthiness of the Company and its Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereundertransaction contemplated hereby. Each Lender also represents acknowledges that it will, independently and without reliance upon the Agent, any other Lender or counsel to the Agent-Related Person , and based on such review, advice, documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative AgentAgent hereunder, the Administrative Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower, any Guarantor or any other Affiliate which may come into the possession of the Agent or any of its officers, directors, employees, the Agents, attorneys-in-fact or other affiliates. Each Lender acknowledges that the Agent-Related Persons's legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Agent and is not acting as counsel to such Lender.

Credit Decision. Each Lender Bank acknowledges that none of the Collateral Agent or Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Collateral Agent hereinafter taken, including any review of the affairs of the Company Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any LenderBank. Each Lender Bank represents to the Administrative Collateral Agent that it has, independently and without reliance upon any Agent-Agent- Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower and its Subsidiaries, the value of and title to any Collateral Collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender Bank also represents that it will, independently and without reliance upon any Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative Collateral Agent, the Administrative Collateral Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Agent-Related --------------- Persons has made any representation or warranty 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 Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent Agents that it has, independently and without reliance upon any Agent-Agent- Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower and its Subsidiaries, the value of and title to any Collateral Collateral, and all applicable bank and other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Agent- Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative AgentAgents, the Administrative Agent Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the --------------- Administrative Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and its Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Lender also represents that it will, independently and without reliance upon any Administrative Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Administrative Agent-Related PersonsPerson.

Credit Decision. Each Lender Purchaser expressly acknowledges that none of the Administrative Agent-Related Persons has made any representation or warranty to it, it and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Company and its SubsidiariesTransferor, Servicer or the Guarantor shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any LenderPurchaser. Each Lender Purchaser represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any Agent-Related Person other Purchaser and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Transferor or Guarantor and its their respective Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Lender Purchaser also represents that it will, independently and without reliance upon the Administrative Agent or any Agent-Related Person other Purchaser, 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 Transaction Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyTransferor, Servicer or the Guarantor. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Purchasers by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender Purchaser with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Transferor, Servicer or the Guarantor which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender Bank expressly acknowledges that none of --------------- the Administrative Agent-Related Persons has have made any representation or warranty to it, it and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Company and its Subsidiariesany Nexstar Entity or any Affiliate of any Nexstar Entity, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any LenderBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and 118 other condition and creditworthiness of the Company Nexstar Entities and its Subsidiariestheir Affiliates, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender Bank also represents that it will, independently and without reliance upon any Agent-Related Person the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyNexstar Entities and their Affiliates. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Nexstar Entities and their Affiliates which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender Bank acknowledges that none of the Administrative Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Company Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any LenderBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower and its Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender Bank also represents that it will, independently and without reliance upon any Administrative Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the --------------- Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Company Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower and its Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender expressly acknowledges that none neither the Administrative Agent nor any of the Agentits Affiliates or any officer, director, employee, agent, attorney-Related Persons in-fact of any of them has made any representation or warranty to it, it and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Company Guarantor and its Subsidiaries, including the Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any Agent-Related Person other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Company Borrower and its Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, Guarantor and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any Agent-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsAgreement, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the CompanyBorrower and the Guarantor. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative AgentAgent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operationsproperties, propertyoperations or condition, financial or otherwise, and other condition or creditworthiness of the Company Borrower or the Guarantor which may come into the possession of the Administrative Agent or any of the Agentits officers, directors, employees, agents, attorneys-Related Personsin-fact or Affiliates.

Credit Decision. Each Lender acknowledges that none of the Administrative Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Company Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower and its Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Administrative Agent-Related Person and 108 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Agent hereinafter taken, including any review of the affairs of the Company and a Borrower, its SubsidiariesSubsidiaries or any other Loan Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrowers, their respective Subsidiaries and its Subsidiariesall other Loan Parties, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrowers. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers and the other Loan Parties. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrowers or any other Loan Party which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the --------------- Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Agent hereinafter taken, including any review of the affairs of Star Gas Partners, the Company Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower and its Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons Agent has not made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Agent hereinafter taken, including any review of the affairs of the Company and its SubsidiariesBorrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the Company and its SubsidiariesBorrower, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrower. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals appraisals, and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the CompanyBorrower. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition condition, or creditworthiness of the Company Borrower which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Agent hereinafter taken, including any review of the affairs of the Company Borrower, the Guarantors and its Subsidiariestheir Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and its SubsidiariesBorrower, the value of Guarantors and title to any Collateral their Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrower. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower and each Guarantor. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower and each Guarantor which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender Bank acknowledges that none of the --------------- Administrative Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Company Parent and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any LenderBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Parent and its Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Lender Bank also represents that it will, independently and without reliance upon any Administrative Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrowers which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender The Swingline Bank and each Bank each acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter Agent hereinafter taken, including any review of the affairs of the Company any Borrower and its Subsidiariessubsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lendersuch Person. Each Lender The Swingline Bank and each Bank each represents to the Administrative each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the assets, business, prospects, operations, property, financial and other condition and creditworthiness of the Company and its Subsidiarieseach Borrower, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Lender The Swingline Bank and each Bank each also represents that it will, independently and without reliance upon any Agent-Agent- Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and collateral analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the businessrespective assets, businesses, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Swingline Bank and/or Banks by the Administrative such Agent, the Administrative no Agent shall not have any duty or responsibility to provide any Lender such Person with any credit credit, collateral or other information concerning the businessrespective assets, businesses, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrowers which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender expressly acknowledges that none of the Agents or the Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person of the Agents hereafter taken, including any review of the Projects or of the affairs of the Company and its SubsidiariesBorrowers, shall be deemed to constitute any representation or warranty by any Agent or Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent Agents that it has, independently and without reliance upon any Agent or Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of each Borrower, the Company and its SubsidiariesProjects, the value of and title to any Collateral Collateral, and all applicable bank regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent or Agent-Related Person 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 Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of each Borrower and the CompanyProjects. Except for notices, reports and other documents expressly herein required pursuant to any Finance Document to be furnished to the Lenders by the Administrative AgentAgents, the Administrative Agent Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition or creditworthiness of the Company Projects or of any Borrower which may come into the possession of any Agent or any of the Agent-Related Persons.

Credit Decision. Each Lender Bank expressly acknowledges that none of the Agent/IB-Related Persons has made any representation or warranty to it, it and that no act by any Agent-Related Person hereafter the Agent or the Issuing Bank hereinafter taken, including any review of the affairs of the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Agent or the Issuing Bank to any LenderBank. Each Lender Bank represents to the Administrative Agent and the Issuing Bank that it such Bank has, independently and without reliance upon any Agent-Related Person the Agent or the Issuing Bank and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and its Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Lender Bank also represents that it will, independently and without reliance upon any Agent-Related Person the Agent or the Issuing Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative AgentAgent or the Issuing Bank (if any), the Administrative Agent and the Issuing Bank shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrowers which may come into the possession of any of the Agent/IB-Related Persons.

Credit Decision. Each Lender Purchaser expressly acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, it and that no act by any Agent-Related Person hereafter the Collateral Agent hereinafter taken, including any review of the affairs of Holdings, the Company and its Subsidiaries, Subsidiaries and Investees shall be deemed to constitute any representation or warranty by any Agent-Related Person the Collateral Agent to any LenderPurchaser. Each Lender Purchaser represents to the Administrative Collateral Agent that it has, independently and without reliance upon any Agent-Related Person the Collateral Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the Company and its SubsidiariesSubsidiaries and Investees, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Lender Purchaser also represents that it will, independently and without reliance upon any Agent-Related Person the Collateral Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Security Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Purchasers by the Administrative Collateral Agent, the Administrative Collateral Agent shall not have any duty or responsibility to provide any Lender Purchaser with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Collateral Agent-Related Persons.

Credit Decision. Each Lender acknowledges that --------------- none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Company Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower and its Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower or its Subsidiaries which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Agent-Administrative Agent Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Company Holdings and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Administrative Agent Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Holdings and its Subsidiaries, the value of and title to any Collateral Collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company any Loan Party hereunder. Each Lender also represents that it will, independently and without reliance upon any Administrative Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Companyany Loan Party. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Holdings or any Subsidiary which may come into the possession of any of the Agent-Administrative Agent Related Persons.

Credit Decision. Each Lender acknowledges acknowledges, and each subsequent holder of any Loan or Note shall be deemed to have acknowledged, that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Agent hereinafter taken, including any review of the affairs of the Company any Obligor and its SubsidiariesAffiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company each Obligor and its SubsidiariesAffiliates, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrowers. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person 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 Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyObligors. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company any Obligor which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Administrative Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Company Borrowers and its Subsidiariestheir Affiliates, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrowers and its Subsidiariestheir Affiliates, the value of and title to any Collateral and all applicable bankruptcy and bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrowers. Each Lender also represents that it will, independently and without reliance upon any Administrative Agent-Related Person 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 DIP Financing Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender Bank acknowledges that none of the no Agent-Related Persons Person has made any representation or warranty to it, and that no act by any Agent-Related Person the Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Company and its Subsidiariesany Obligor or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any LenderBank as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Obligors and its their respective Subsidiaries, the value of and title to any Collateral and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers and the other Obligors hereunder. Each Lender Bank also represents that it will, independently and without reliance upon any Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers and the other Obligors. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative AgentAgent herein, the Administrative Agent shall not have any duty or responsibility to 103 provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Company Obligors or any of their respective Affiliates which may come into the possession of any of the Agent-Related PersonsPerson.

Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter Agent or Collateral Agent hereinafter taken, including any review of the affairs of the Company Loan Parties and its Subsidiariestheir Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent and Collateral Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Loan Parties and its Subsidiariesany other Person party to a Loan Document, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderLoan Parties. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyLoan Parties and any other Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which Loan Parties and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons.

Credit Decision. Disclosure of Information by the Administrative Agent. Each Lender acknowledges that none of the no Administrative Agent-Related Persons Person has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Company and its SubsidiariesBorrower, any Guarantor or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any LenderLender as to any matter, including whether Administrative Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower, the Guarantors and its their respective Subsidiaries, the value of and title to any Collateral and all applicable bank or other regulatory laws Applicable Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Administrative Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.this

Credit Decision. Each Lender Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person hereafter the Administrative Agent hereinafter taken, including any review of the affairs of the Company Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any LenderBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower and its Subsidiaries, the value of and title to any Collateral Collateral, and all 102 applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender Bank also represents that it will, independently and without reliance upon any Agent-Related Person 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 Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or of creditworthiness of the Company Borrower which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons Agent has not made --------------- any representation or warranty to it, and that no act by any Agent-Related Person Agent hereafter taken, including any review of the affairs of the Company Borrower, its Subsidiaries and its SubsidiariesGuarantors, shall be deemed to constitute any representation or warranty by any Agent-Related Person Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower, its Subsidiaries and its Subsidiaries, the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated herebyGuarantors, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of Borrower, its Subsidiaries or the Company Guarantors which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Agents or Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person the Agents hereafter taken, including any review of the affairs of the Company Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent or Agent-Related Person to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon any Agent or Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company Borrower and its Subsidiaries, the value of and title to any Collateral collateral security, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent or Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative AgentAgents, the Administrative Agent Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company Borrower which may come into the possession of any of the Agents or Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent-Related Person the U.S. Agent hereafter taken, including any review of the affairs of the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Administrative U.S. Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and its SubsidiariesSubsidiaries (including the other Borrowers), the value of and title to any Collateral and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative U.S. Agent, the Administrative U.S. Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company or any other Borrower which may come into the possession of any of the Agent-Related Persons.