Common use of Credit Decision Clause in Contracts

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, 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 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 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 or other condition or creditworthiness of the Company which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender Bank acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 Loan PartiesCompany and its Subsidiaries, 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 the Administrative Agent 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 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 or and other condition or creditworthiness of the Company 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 Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, Company and its Subsidiaries shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesCompany and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, 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 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 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 or and other condition or creditworthiness of the Company which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan 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 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 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 or other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender expressly acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, Borrower and its Subsidiaries shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesBorrower and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, 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 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 or and other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 Loan PartiesCompany and its Subsidiaries, 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 the Administrative Agent 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 or other condition or creditworthiness of the Company or its 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 Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 Loan PartiesCompany and its Subsidiaries, 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 the Administrative Agent 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 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 or and other condition or creditworthiness of the Company 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 Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrowers, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 Loan PartiesBorrowers, 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 the Administrative Agent 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, 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 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 or 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 Agent- --------------- Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 Loan PartiesCompany and its Subsidiaries, 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 the Administrative Agent 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 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 or and other condition or creditworthiness of the Company 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 Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrowers, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 Loan PartiesBorrowers, 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 the Administrative Agent 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, 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 38 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 or 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 Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative any Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 Loan PartiesCompany, 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 the Administrative Agent 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 Banks by the Administrative any Agent, the Administrative no 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 or and other condition or 67 119 creditworthiness of the Company which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Administrative Agent Agents has not made any representation or warranty to it, and that no act by the Administrative any Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall will be deemed to constitute any representation or warranty by the Administrative such Agent to any Lender as to any matter, including whether the Administrative such Agent has disclosed material information in its possession. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative such 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 Loan Parties, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrowers under this Agreement. Each Lender also represents to each Agent that it will, independently and without reliance upon the Administrative such Agent and based on such documents and information as it shall deem deems 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 all investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required in this Agreement to be furnished to the Lenders by the Administrative any Agent, the Administrative such Agent shall will not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Company any Borrower which may come into the possession of the Administrative such Agent.

Credit Decision. Each Lender Bank acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 credit worthiness of the Loan PartiesCompany and its Subsidiaries, 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 the Administrative Agent 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 credit worthiness 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 or and other condition or creditworthiness credit worthiness of the Company 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 Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 Loan PartiesCompany and its Subsidiaries, 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 the Administrative Agent 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 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 or other condition or creditworthiness of the Company which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender Noteholder by acceptance of a Note expressly acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesIssuer, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionNoteholder. Each Lender Noteholder represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Issuer, and all applicable Noteholder regulatory laws relating to the Loan Partiestransactions contemplated thereby, and made its own decision to enter into this Loan Agreement and to extend credit to the Company hereunderIssuer under and pursuant to this Loan Agreement. Each Lender Noteholder also represents that it will, independently and without reliance upon the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Loan Agreement and the other Loan 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. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Noteholders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender Noteholder with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of the Company Issuer, which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 Borrower and its Subsidiaries, the Loan Partiesvalue 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 the Administrative Agent 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 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 or and other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative any of Agent-Related Persons.

Credit Decision. Each Lender expressly acknowledges that the Administrative Agent no Agent- --------------- Related Person has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Loan Parties, Company and its Subsidiaries 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 the Administrative Agent 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 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 CompanyCompany and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent, the Administrative Agent -Related Person 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 other condition or otherwise, and creditworthiness of the Company and its Subsidiaries which may come into the possession of the Administrative any Agent-Related Person.

Credit Decision. Each Lender Bank acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrower, shall be deemed to constitute any 38 representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 condition, and creditworthiness of the Loan PartiesBorrower, 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 the Administrative Agent 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, 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 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 or and other condition 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 Administrative Agent Agent- --------------- Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 Loan PartiesCompany and its Subsidiaries, 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 the Administrative Agent 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 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 or other condition or creditworthiness of the Company 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 Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the any Administrative Agent Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the any Administrative 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 Borrower and its Subsidiaries, and all applicable bank regulatory laws relating to the Loan Partiestransactions 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 the any Administrative 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 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 or 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 the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall will be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the Loan Parties, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrower under this Agreement. Each Lender also represents to Administrative Agent that it will, independently and without reliance upon the Administrative Agent and based on such documents and information as it shall deem deems 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 all 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 and other documents expressly herein required in this Agreement to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall will not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender expressly acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, Borrower and its Subsidiaries shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Loan PartiesBorrower and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, 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 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 or and other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, and made its own decision to enter into this Agreement and to extend credit to the Company Companies hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this 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 CompanyCompanies. 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 or other condition or creditworthiness of the Company Companies which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesBorrower, 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 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 DocumentsFinancing Agreements, 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 or other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesBorrower, 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 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 DocumentsFinancing Agreements, 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 or other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, 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 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 CompanyLoan 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 or other condition or creditworthiness of the Company Loan Parties which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesCompany, 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 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 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 or other condition or creditworthiness of the Company which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender Bank acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative any Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 Loan PartiesCompany, 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 the Administrative Agent 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 Banks by the Administrative any Agent, the Administrative no 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 or and other condition or creditworthiness of the Company which may come into the possession of the Administrative Agent.or

Credit Decision. Each Lender acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 Loan Parties, 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 the Administrative Agent 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. 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 or and other condition or creditworthiness of the Company Loan Parties which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, the other Loan PartiesParties and the other Obligors, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the other Loan PartiesParties and the other Obligors, 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 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 the other Obligors. Except for notices, reports and other documents (if any) 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 or other condition or creditworthiness of the Company any Loan Party or any other Obligor which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without -118- reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesBorrower, 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 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 DocumentsFinancing Agreements, 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 or other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender expressly acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, Parties shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, and all applicable bank regulatory laws relating to the transactions contemplated thereby, 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 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 or 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 expressly acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter any Agent, hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, Borrower and its Subsidiaries shall be deemed to constitute any representation or warranty by the Administrative such Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiaries, and all applicable bank regulatory laws relating to the Loan Partiestransactions contemplated thereby, 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 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 or its Subsidiaries. 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 or 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 the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesBorrower, 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 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 DocumentsFinancing Agreements, 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 or any Seller or Acquisition. 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 or other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent no Related Person has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Partiesany Credit Party or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent any 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 Loan PartiesCredit Parties and 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 the Administrative Agent any 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 CompanyCredit 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 or and other condition or creditworthiness of the Company Credit Parties which may come into the possession of the Administrative Agentany Related Person.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, 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 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 CompanyLoan 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 or other condition or creditworthiness of the Company Loan Parties which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesBorrower, 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 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 DocumentsFinancing Agreements, 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 or other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender expressly acknowledges that the Administrative Agent no Agent-Related Person has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Loan Parties, Company and its Subsidiaries 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 the Administrative Agent 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 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 CompanyCompany and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent, the Administrative Agent -Related Person 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 other condition or otherwise, and creditworthiness of the Company and its Subsidiaries which may come into the possession of the Administrative any Agent-Related Person.

Credit Decision. Each Lender Bank expressly acknowledges that none of --------------- the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, Company and its Subsidiaries shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, Company and its Subsidiaries 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 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 Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative AgentAgent hereunder, 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 or and other condition or creditworthiness of the Company which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and an investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan 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 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 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 or other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender expressly acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative any Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, Company and its Subsidiaries shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionPerson. Each Lender represents to the Administrative Agent Agents that it has, independently and without reliance upon the Administrative Agent Agents 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 Loan Parties, Company and its Subsidiaries 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 the Administrative any 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 Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative AgentAgent hereunder, the Administrative no 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 or and other condition or creditworthiness of the Company which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, 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 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 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 or other condition or creditworthiness of the Company Borrowers which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrowers, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesBorrowers, 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 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 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 or other condition or creditworthiness of the Company Borrowers which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, 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 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 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 or other condition or creditworthiness of the Company Borrowers which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender Bank acknowledges that none of the Administrative Agent Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative any Agent Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative 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 Loan PartiesCompany and its Subsidiaries, 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 the Administrative 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 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 or and other condition or creditworthiness of the Company which may come into the possession of any of the Administrative AgentAgent Related Persons.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, 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 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 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 or other condition or creditworthiness of the Company which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesBorrower, 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 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 DocumentsFinancing Agreements, 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 or other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative Agent.. - 103 - DM3\2429630.8

Credit Decision. Each Lender acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent any Agent-Related Person hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 Loan PartiesCompany 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 the Administrative Agent 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 or and other condition or creditworthiness of the Company which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesBorrower, 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 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 or other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review 105 of the affairs of the Loan Parties, shall will be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the Loan Parties, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrowers under this Agreement. Each Lender also represents to Administrative Agent that it will, independently and without reliance upon the Administrative Agent and based on such documents and information as it shall deem deems 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 all investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required in this Agreement to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall will not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Company any Borrower which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender expressly acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Partiesa Transaction Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Transaction Parties, and all applicable Lender regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrower under and pursuant to this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this 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 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 or 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 the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesBorrower, 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 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 DocumentsFinancing Agreements, 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 or any Seller or Acquisition. 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 or other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender expressly acknowledges that none of --------------- the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, Company and its Subsidiaries shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, Company and its Subsidiaries 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 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 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 duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of the Company 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 Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the any Administrative Agent Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the any Administrative 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 Loan PartiesCompany and its Subsidiaries, 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 the any Administrative 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 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 or 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 Agent- Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 Loan PartiesCompany and its Subsidiaries, 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 the Administrative Agent 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 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 or and other condition or creditworthiness of the Company 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 Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 credit worthiness of the Loan PartiesCompany and its Subsidiaries, 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 the Administrative Agent 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, 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 credit worthiness 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 or and other condition or creditworthiness of credit worthiness of the Company which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 Loan PartiesCompany and its Subsidiaries, 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 the Administrative Agent 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 or other condition or creditworthiness of the Company or its Affiliates which may come into the possession of any of the Administrative Agent.-Related Persons. 64 14.7

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed 101 material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, 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 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 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 or other condition or creditworthiness of the Company Borrowers which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrower, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 Loan PartiesBorrower, 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 the Administrative Agent 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 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 or and other condition or creditworthiness of the Company any Borrower which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall will be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition condition, and 97 creditworthiness of the Loan Parties, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrower under this Agreement. Each Lender also represents to Administrative Agent that it will, independently and without reliance upon the Administrative Agent and based on such documents and information as it shall deem deems 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 all 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 and other documents expressly herein required in this Agreement to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall will not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, 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 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 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 or other condition or creditworthiness of the Company Borrowers which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender Bank expressly acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, Company and its Subsidiaries shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesCompany and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, 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 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 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 104 credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of the Company which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none --------------- of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the any Administrative Agent Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the any Administrative 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 Loan PartiesCompany and its Subsidiaries, 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 the any Administrative 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 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 or and other condition or creditworthiness of the Company which may come into the possession of the any Administrative Agent-Related Person.

Credit Decision. Each Lender acknowledges that none of the Administrative Agent Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrowers and their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative any Agent Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative 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, propertyProperty, financial and other condition and creditworthiness of the Loan PartiesBorrowers and 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 hereunderBorrowers. Each Lender also represents that it will, independently and without reliance upon the Administrative 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, propertyProperty, 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, propertyProperty, financial or and other condition or creditworthiness of the Company Borrowers which may come into the possession of any of the Administrative AgentAgent Related Persons.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, 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 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 61 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 or other condition or creditworthiness of the Company which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender Bank expressly acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, Company shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesCompany and all applicable bank regulatory laws relating to the transactions contemplated thereby, 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 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 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 or and other condition or creditworthiness of the Company which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender expressly acknowledges that the Administrative Agent no AgentRelated Person has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter Agents hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, Borrower and its Subsidiaries shall be deemed to constitute any representation or warranty by the Administrative Agent Agents to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent Agents that it has, independently and without reliance upon the Administrative Agent Agents 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 Loan PartiesBorrower and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, 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 Agents 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 Revolving 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 or and other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall will be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the Loan Parties, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrowers under this Agreement. Each Lender also represents to Administrative Agent that it will, independently and without reliance upon the Administrative Agent and based on such documents and information as it shall deem deems 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 all investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required in this Agreement to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall will not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Company any Borrower which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender and each Issuing Lender represents to the Administrative Agent Agent, the other Lenders and their respective Related Parties that it has, independently and without reliance upon the Administrative Agent Agent, the other Lenders or their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesParties or the Guarantors, 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 the Administrative Agent Agent, the other Lenders or their respective Related Parties and 117 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 or other condition or creditworthiness of the Company which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, and made its own decision to enter into this Agreement and to extend credit to the Company Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this 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. 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 or other condition or creditworthiness of the Company Loan Parties which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender expressly acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, Parties and their respective Subsidiaries shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesParties and their respective Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and to extend credit to the Company Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this 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. 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 or and other condition or creditworthiness of the Company Loan Parties which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall will be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the Loan Parties, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrowers under this Agreement. Each Lender also represents to Administrative Agent that it will, independently and without reliance upon the Administrative Agent and based on such documents and information as it shall deem deems 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 all investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required in this Agreement to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall will not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Company any Borrower which may come into the possession of the Administrative Agent.. 120

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, 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 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 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 or other condition or creditworthiness of the Company Borrowers which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent none of Agent-Related --------------- Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrower , shall be deemed to constitute any representation or warranty by the Administrative Agent Agent-Related Persons to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent Agent-Related 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, property, financial and other condition and creditworthiness of Borrower, and all applicable bank regulatory laws relating to the Loan Partiestransactions 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 the Administrative Agent Agent-Related 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 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 no duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative any of Agent-Related Persons.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrower and Guarantor, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesBorrower and Guarantors, 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 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 LOAN AGREEMENT – PAGE 56 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 or other condition or creditworthiness of the Company Borrower or Guarantors which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that none of the --------------- Administrative Agent Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the any Administrative Agent Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the any Administrative 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 Loan PartiesCompany and its Subsidiaries, 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 the any Administrative 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 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 or and other condition or creditworthiness of the Company which may come into the possession of the any Administrative Agent-Related Person.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall will be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the Loan Parties, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrowers under this Agreement. Each Lender also represents to Administrative Agent that it will, independently and without reliance upon the Administrative Agent and based on such documents and information as it shall deem deems 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 all investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required in this Agreement to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall will not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Company any Borrower which may come into the possession of the Administrative Agent.. 109

Credit Decision. Each Lender Bank expressly acknowledges that none of --------------- the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, it and that no act by any of the Administrative Agent Agents hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Credit Parties, shall be deemed to constitute any representation or warranty by the Administrative such Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent Agents that it has, independently and without reliance upon the Administrative Agent Agents 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 Loan Credit Parties, 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 hereunder and thereunder. Each Lender Bank also represents that it will, independently and without reliance upon the Administrative Agent Agents 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 CompanyCredit Parties. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative Agent, the Administrative no 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 or and other condition or creditworthiness of the Company Credit Parties 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 Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the any Administrative Agent Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the any Administrative 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 Loan PartiesBorrower and its Subsidiaries, 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 the any Administrative 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 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 or 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 expressly acknowledges that none of --------------- the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, Company and its Subsidiaries shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesCompany and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, 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 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 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 or and other condition or creditworthiness of the Company 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 Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, Company and its Subsidiaries shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such -39- 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 Loan PartiesCompany and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, 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 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 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 or and other condition or creditworthiness of the Company which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender expressly acknowledges that none of the Administrative Agent --------------- Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, Borrower and its Subsidiaries shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesBorrower and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, 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 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 or and other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesBorrower, 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 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 DocumentsFinancing Agreements, 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 or other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative Agent.. -135-

Credit Decision. Each Lender acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the any Administrative Agent Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the any Administrative 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 Loan PartiesCompany and its Subsidiaries, 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 the any Administrative 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 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 or and other condition or creditworthiness of the Company which may come into the possession of the any Administrative Agent-Related Person.

Credit Decision. Each Lender Bank acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent any Agent-Related Person hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrower, Guarantors or Subsidiaries thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 Borrower, Guarantors or Subsidiaries thereof, and all applicable bank regulatory laws relating to the Loan Partiestransactions 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 the Administrative Agent 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 or 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 Administrative Agent Agent- --------------- Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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, propertyProperty, financial and other condition and creditworthiness credit worthiness of the Loan PartiesCompany and its Subsidiaries, 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 the Administrative Agent 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, propertyProperty, financial and other condition and creditworthiness credit worthiness 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, propertyProperty, financial or and other condition or creditworthiness credit worthiness of the Company 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 Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 Loan PartiesCompany and its Subsidiaries, 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 the Administrative Agent 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 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 or other condition or creditworthiness of the Company which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender expressly acknowledges that none of the Administrative Agent or any Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesBorrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and Exhibit 10.1 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 Borrower, and all applicable Lender regulatory laws relating to the Loan Partiestransactions contemplated thereby, and made its own decision to enter into this Loan Agreement and to extend credit to the Company hereunderBorrower under and pursuant to this Loan Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Loan Agreement and the other Loan 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 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 or 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 the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or any review of the affairs of the Loan Affiliated Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Affiliated Parties, 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 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 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 or other condition or creditworthiness of the Company which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender expressly acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, Borrower and its Subsidiaries shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan PartiesBorrower and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, 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 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 or 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 Administrative Agent Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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 credit worthiness of the Loan PartiesCompany and its Subsidiaries, 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 the Administrative Agent 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 credit worthiness 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 or and other condition or creditworthiness credit worthiness of the Company which may come into the possession of any of the Administrative Agent-Related Persons. SECTION 7.7.

Credit Decision. Each Lender acknowledges that the no Administrative Agent Agent-Related Person has not made any representation or warranty to it, and that no act by the any Administrative Agent Agent-Related Person hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany, any Guarantor or their respective Subsidiaries, shall be deemed to constitute any representation or warranty by the any Administrative Agent Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the any Administrative Agent Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Loan PartiesCompany, 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 the any Administrative 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, propertyProperty, 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, propertyProperty, financial or and other condition or creditworthiness of the Company which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall will be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the Loan Parties, and made its own decision to enter into this Agreement and to extend credit to the Company hereunderBorrowers under this Agreement. Each Lender also represents to Administrative Agent that it will, independently and without reliance upon the Administrative Agent and based on such documents and information as it shall deem deems 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 all investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the CompanyBorrowers. Except for notices, reports and other documents expressly herein required in this Agreement to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall will not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Company any Borrower which may come into the possession of the Administrative Agent.. 113

Credit Decision. Each Lender Bank expressly acknowledges that the Administrative neither any Agent has not nor any of their respective Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them have made any representation representations or warranty warranties to it, it and that no act by either of the Administrative Agent Agents hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany, shall be deemed to constitute any representation or warranty by the Administrative such Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionBank. Each Lender Bank represents to the Administrative Agent Agents that it has, independently and without reliance upon the Administrative Agent Agents or any other Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, Company and made its own decision to make its Advances and to enter into this Agreement and to extend credit to the Company hereunderAgreement. Each Lender Bank also represents that it will, independently and without reliance upon either of the Administrative Agent Agents or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsAgreement, and to make such investigations as it deems shall deem necessary to inform itself as to the business, operations, prospects, operationsassets, propertyproperties, financial and or 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 either of the Administrative AgentAgents hereunder, the Administrative neither Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, operations, prospects, operationsproperties, propertyassets, condition (financial or other condition otherwise) or creditworthiness of the Company which may come into the possession of either of the Administrative AgentAgents or any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan 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 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 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 or other condition or creditworthiness of the Company Borrower which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Credit Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan 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 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 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 or other condition or creditworthiness of the Company Borrower which may come into the possession of Administrative Agent and, for the avoidance of doubt, if Administrative AgentAgent shall provide such information, it shall be provided only as a courtesy and shall not be deemed to constitute any representation or warranty by Administrative Agent to any Lender as to any matter.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Table of Contents Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, 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 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 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 or other condition or creditworthiness of the Company Borrowers which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that none of the Administrative Agent Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the any Administrative Agent Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the any Administrative 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 Loan PartiesCompany and its Subsidiaries, 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 the any Administrative 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 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, 68 75 property, financial or and other condition or creditworthiness of the Company which may come into the possession of the any Administrative Agent-Related Person.

Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Affiliated Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Affiliated Parties, 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 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 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 or other condition or creditworthiness of the Company which may come into the possession of the Administrative Agent.

Credit Decision. Each Lender expressly acknowledges that the Administrative Agent no Agent-Related Person has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, sf-712846 61 including any consent and acceptance of any assignment or review of the affairs of the Loan PartiesCompany and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possessionLender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent 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, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Loan Parties, Company and its Subsidiaries 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 the Administrative Agent 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 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 CompanyCompany and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent, the Administrative Agent -Related Person 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 other condition or otherwise, and creditworthiness of the Company and its Subsidiaries which may come into the possession of the Administrative Agentany Agent- Related Person.