Common use of Credit Decision Clause in Contracts

Credit Decision. Each Lender acknowledges that Agent has not made any representation or warranty to it, and that no act by Agent hereafter taken, including any review of the affairs of Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by Agent to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon 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 made its own decision to enter into this Agreement and to extend credit to Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon 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 Borrower and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to Lenders by Agent, 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 Borrower or its Subsidiaries which may come into the possession of Agent.

Credit Decision. Each Lender acknowledges that neither the Administrative Agent has not nor any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact have made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent to and acceptance of any assignment or any review of the affairs of Borrower the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender 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 Borrower the Company and its SubsidiariesSubsidiaries 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 Borrower 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 Borrower the Company and 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 Borrower or its Subsidiaries the Company which may come into the possession of Agentany of the Administrative Agent or any of their Affiliates, officers, directors, employees, agents or attorneys-in-fact.

Credit Decision. Each Lender Bank acknowledges that Agent none of the Agent-Related Persons or any Issuing Bank has not made any representation or warranty to it, and that no act by the Agent hereafter or any Issuing Bank hereinafter taken, including any review of the affairs of the Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person or any Issuing Bank to any LenderBank. Each Lender Bank represents to the Agent and the Issuing Banks that it has, independently and without reliance upon Agent any Agent-Related Person or any Issuing Bank and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower 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 Borrower hereunder. Each Lender Bank also represents that it will, independently and without reliance upon Agent any Agent-Related Person or any Issuing Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiariesthe Borrower. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Banks by Agentthe Agent or any Issuing Bank as specified on Schedule 10.06, neither the Agent nor any Issuing Bank shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of the Borrower or its Subsidiaries which may come into the possession of any of the Agent-Related Persons or any Issuing Bank. The Agent shall promptly deliver to the Banks the items specified on Schedule 10.06 that are required to be provided by the Borrower only to the extent such items are actually provided by the Borrower.

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 review of the affairs of Borrower the Parent and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. 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 the Parent and its Subsidiaries, and made its own decision to enter into this Agreement and to extend credit to Borrower the 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 Borrower the Parent and 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 other condition or creditworthiness of Borrower or the Parent and its Subsidiaries which that may come into the possession of the Administrative Agent.

Credit Decision. Each Lender acknowledges that Agent has not made any representation or warranty to it, and that no act by Agent hereafter taken, including any review of the affairs of Borrower Borrower, the Trust and its the Subsidiaries, shall be deemed to constitute any representation or warranty by Agent to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon 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 Borrower, the Trust and its the Subsidiaries, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon 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 Borrower Borrower, the Trust and its the Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to Lenders by Agent, 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 Borrower or its Subsidiaries the Trust or any Affiliate of Borrower or the Trust which may come into the possession of Agent.

Credit Decision. Each Lender and each Issuing Bank expressly acknowledges that neither the Administrative Agent nor any of its Affiliates nor any officer, director, employee, agent, attorney‑in‑fact of any of them has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender or any Issuing Bank. Each Lender and each Issuing Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Borrower and its Subsidiaries, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender and each Issuing Bank also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan 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 Borrower and its Subsidiariesthe Borrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders or the Issuing Banks by Agentthe Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, prospects, operationsproperties, propertyoperations or condition, financial or other condition or otherwise, and creditworthiness of the Borrower or its Subsidiaries which may come into the possession of Agentthe Administrative Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact or Affiliates.

Credit Decision. Each Lender acknowledges that the Administrative Agent or any of its Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower and its Subsidiariesthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent or any of its Agent-Related Persons to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any of its Agent-Related Persons and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of Borrower the Borrower, the Project, and its Subsidiariesall applicable Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any of its 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, the Collateral Agency Agreement and the other Loan Financing Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiariesthe Project. Except for notices, reports and other documents expressly herein required pursuant to any Financing Document or the Collateral Agency Agreement to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of the Project or of the Borrower or its Subsidiaries which may come into the possession of the Administrative Agent or any of its Agent-Related Persons.

Credit Decision. Each Lender acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, and that no act by Agent hereafter hereinafter taken, including any review of the affairs of Borrower Parent, Borrower, Borrower’s Subsidiaries, and its SubsidiariesParent’s and Borrower’s or Affiliates, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon 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 Subsidiariesany other Person party to a Loan Document, 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 Borrower hereunderBorrower. Each Lender also represents that it will, independently and without reliance upon 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 Borrower and its Subsidiariesany other Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Agent, 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 Borrower or its Subsidiaries which and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that neither the Administrative Agent has not nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representation or warranty to it, and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower and its SubsidiariesSubsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon either the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates 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 Borrower and its Subsidiariesany other Person party to a Loan Document, 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 Borrower hereunderthe Borrower. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates and based on such documents and information as it 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 Borrower and its Subsidiariesany other Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of the Borrower or its Subsidiaries which and any other Person party to a Loan Document that may come into the possession of Agentthe Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower and its Subsidiariesthe Issuer, the Guarantors, or any of their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents acknowledges to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Issuer, the Guarantors, and its Subsidiariestheir Affiliates and all applicable Lender regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunderAgreement. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other 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 Borrower and its Subsidiariesthe Issuer or the Guarantors. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of Borrower the Issuer or its Subsidiaries the Guarantors which may come into the possession of Agentthe Administrative Agent or any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact.

Credit Decision. Each Lender acknowledges that the Agent has not made any representation or warranty to it, and that no act by the Agent hereafter taken, including any review of the affairs of Borrower and its Subsidiariesany Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent 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 any Borrower and its Subsidiariesor the Borrowers taken as a whole, and made its own decision to enter into this Agreement and to extend credit to Borrower the Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiariesthe Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Agent, the 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 any Borrower or its Subsidiaries which may come into the possession of the Agent.

Credit Decision. Each Lender acknowledges that the Administrative Agent or any of its Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower and its Subsidiariesthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent or any of its Agent-Related Persons to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any of its Agent-Related Persons 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 Borrower the Borrower, the Project, and its Subsidiariesall applicable Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any of its 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, the Collateral Agency Agreement and the other Loan Financing Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiariesthe Project. Except for notices, reports and other documents expressly herein required pursuant to any Financing Document or the Collateral Agency Agreement to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of the Project or of the Borrower or its Subsidiaries which may come into the possession of the Administrative Agent or any of its Agent-Related Persons.

Credit Decision. Each Class B Lender acknowledges that Agent none of Class B Lender Representative-Related Persons has not made any representation or warranty to it, and that no act by Agent hereafter Class B Lender Representative hereinafter taken, including any review of the affairs of Borrower and its SubsidiariesAffiliates, shall be deemed to constitute any representation or warranty by Agent any Class B Lender Representative-Related Person to any Class B Lender. Each Class B Lender represents to Agent Class B Lender Representative that it has, independently and without reliance upon Agent any Class B Lender Representative-Related Person and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower or any other Person party to a Transaction Document, and its Subsidiariesall 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 Borrower hereunderAgreement. Each Class B Lender also represents that it will, independently and without reliance upon Agent any Class B Lender Representative-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, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiariesor any other Person party to a Transaction Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Class B Lenders by AgentClass B Lender Representative, Agent Class B Lender Representative shall not have any duty or responsibility to provide any Class B Lender with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of Borrower or its Subsidiaries which any other Person party to a Transaction Document that may come into the possession of Agentany of the Class B Lender Representative-Related Persons. Each Class B Lender acknowledges that Class B Lender Representative does not have any duty or responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly specified herein) to provide such Class B Lender with any credit or other information with respect to Borrower, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information came into Class B Lender Representative’s or its Affiliates’ or representatives’ possession before or after the date on which such Class B Lender became a party to this Agreement.

Credit Decision. Each Lender and each Issuing Bank expressly acknowledges that neither the Administrative Agent nor any of its Affiliates nor any officer, director, employee, agent, attorney-in-fact of any of them has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender or any Issuing Bank. Each Lender and each Issuing Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Borrower and its Subsidiaries, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender and each Issuing Bank also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan 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 Borrower and its Subsidiariesthe Borrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders or the Issuing Banks by Agentthe Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, prospects, operationsproperties, propertyoperations or condition, financial or other condition or otherwise, and creditworthiness of the Borrower or its Subsidiaries which may come into the possession of Agentthe Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Credit Decision. Each Lender (and Bank Product Provider) acknowledges that Agent none of the Agent-Related Persons or Arranger-Related Persons has not made any representation or warranty to it, and that no act by Agent hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiariesany Loan Party, or any Subsidiary or Affiliate thereof, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person or Arranger-Related Person to any LenderLender (or Bank Product Provider). Each Lender represents (and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Agent that it has, independently and without reliance upon Agent any Agent-Related Person or Arranger-Related Person and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Loan Parties or any other Person party to a Loan Document, and its Subsidiariesall 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 Borrower hereunderthe Borrowers. Each Lender also represents (and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) that it will, independently and without reliance upon Agent any Agent-Related Person or Arranger-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 Borrower and its Subsidiariesthe Loan Parties or any other Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of Borrower the Loan Parties or its Subsidiaries which any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons or any of the Arranger-Related Persons. Each Lender acknowledges (and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to acknowledge) that Agent does not have any duty or responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly specified herein) to provide such Lender (or Bank Product Provider) with any credit or other information with respect to any Loan Party, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information came in to Agent’s or its Affiliates’ or representatives’ possession before or after the date on which such Lender became a party to this Agreement (or such Bank Product Provider entered into a Bank Product Agreement).

Credit Decision. Each Lender acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, and that no act by Agent hereafter hereinafter taken, including any review of the affairs of Borrower Parent, Borrower, Borrower's Subsidiaries, and its SubsidiariesParent's and Borrower's or Affiliates, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon 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 Subsidiariesany other Person party to a Loan Document, 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 Borrower hereunderBorrower. Each Lender also represents that it will, independently and without reliance upon 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 Borrower and its Subsidiariesany other Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Agent, 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 Borrower or its Subsidiaries which and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender Bank expressly acknowledges that neither the Agent nor any of its affiliates nor any officer, director, employee, agent, attorney-in-fact of any of them has not made any representation or warranty to it, it and that no act by Agent the Agent, the Syndication Agent, the Joint Book Runners, the Lead Arranger or the Joint Lead Arranger hereafter taken, including any review of the affairs of Borrower the Company and its Subsidiaries, Subsidiaries or any Obligor shall be deemed to constitute any representation or warranty by Agent any of the Agent, the Syndication Agent, the Joint Book Runners, the Lead Arranger or the Joint Lead Arranger to any LenderBank. Each Lender Bank represents to Agent the Agent, the Syndication Agent, the Joint Book Runners, the Lead Arranger and the Joint Lead Arranger that it has, independently and without reliance upon Agent the Agent, the Syndication Agent, the Joint Book Runners, the Lead Arranger or the Joint Lead Arranger, 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 the Company and its Subsidiaries, Subsidiaries and made its own decision to enter into this Agreement and to extend credit to Borrower hereunderthe Obligors. Each Lender Bank also represents that it will, independently and without reliance upon Agent the Agent, the Syndication Agent, the Joint Book Runners, the Lead Arranger or the Joint Lead Arranger, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and its SubsidiariesSubsidiaries or any Obligor. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Banks by the Agent hereunder, none of the Agent, Agent the Syndication Agent, the Joint Book Runners, the Lead Arranger or the Joint Lead Arranger 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 Borrower or the Company and its Subsidiaries or any Obligor which may come into the possession of the Agent, the Syndication Agent, the Joint Book Runners, the Lead Arranger or the Joint Lead Arranger, or any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Credit Decision. Each Lender acknowledges that Agent none of --------------- the Agent-Related Persons has not made any representation or warranty to it, and that no act by the Agent hereafter hereinafter taken, including any review of the affairs of the Borrower and its SubsidiariesSubsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by Agent 52. any Agent-Related Person to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon 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 Borrower and its Subsidiariesany other Person (other than the Lender Group) party to a Loan Document, 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 Borrower hereunderthe Borrower. Each Lender also represents that it will, independently and without reliance upon 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 Borrower and its Subsidiariesany other Person (other than the Lender Group) party to a Loan Document. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Agent, the 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 Borrower or its Subsidiaries which and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender Holder, by acceptance of any Subordinated Note(s) held by it, expressly acknowledges that Agent none of the Holder Representative-Related Persons has not made any representation or warranty to it, it and that no act by Agent hereafter the Holder Representative hereinafter taken, including any review of the affairs of Borrower the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by Agent the Holder Representative to any LenderHolder. Each Lender Holder, by acceptance of any Subordinated Note(s) held by it, represents to Agent the Holder Representative that it has, independently and without reliance upon Agent the Holder Representative 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 the Company and its Subsidiaries, and all applicable laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and to extend credit to Borrower the Company hereunder. Each Lender Holder also represents that it will, independently and without reliance upon Agent the Holder Representative and based on such documents and information as it 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 DocumentsTransaction 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 Borrower the Company and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Company by Agentthe Holder Representative, Agent the Holder Representative shall not have any duty or responsibility to provide any Lender Holder with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of Borrower or the Company and its Subsidiaries which may come into the possession of Agentthe Holder Representative.

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

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

Credit Decision. Each Lender expressly acknowledges that none of the Administrative Agent or any Arranger or any of their respective Related Parties has not made any representation or warranty to it, and that no act by the Administrative Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Borrower and its Subsidiariesany Obligor of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender as to any matter, including whether the Administrative Agent or any Arranger have disclosed material information in their (or their respective Related Parties’) possession. Each Lender represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon Agent the Administrative Agent, any Arranger, any other Lender or any of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Obligors and its their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents acknowledges and agrees that it will, independently and without reliance upon Agent the Administrative Agent, any Arranger, any other Lender or any of their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, 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 Obligors. Each Lender acknowledges, represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument such as a security or for the purpose of investing in the general performance or operations of the Borrower and its Subsidiaries, and each Lender agrees not to assert a claim under any federal or state securities law or otherwise in contravention of the foregoing. Except for noticesEach Lender represents and warrants that it is sophisticated with respect to decisions to make, reports acquire and/or hold commercial loans and other documents expressly herein required to be furnished to Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other information concerning the businessfacilities, prospectsis experienced in making, operations, property, financial acquiring or holding such commercial loans or providing such other condition or creditworthiness of Borrower or its Subsidiaries which may come into the possession of Agentfacilities.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Affiliates or any officer, director, employee, agent, attorney-in-fact of any of them has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower the Guarantor and its Subsidiaries, including the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Borrower and its Subsidiaries, the Guarantor and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other 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 Borrower and its Subsidiariesthe Guarantor. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agentthe Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operationsproperties, propertyoperations or condition, financial or other condition or otherwise, and creditworthiness of the Borrower or its Subsidiaries the Guarantor which may come into the possession of Agentthe Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Credit Decision. Each Lender acknowledges that neither the Agent has not nor any of its Affiliates, officers, directors, employees, agents or attorneys-in-fact have made any representation or warranty to it, and that no act by the Agent hereafter hereinafter taken, including any consent to and acceptance of any assignment or any review of the affairs of Borrower the Borrowers and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any LenderLender as to any matter, including whether the Agent has disclosed material information in its possession. Each Lender represents to the Agent that it has, independently and without reliance upon the 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 Borrower the Borrowers and its SubsidiariesSubsidiaries and all applicable Lender regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower the Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under in accordance with this Agreement and the other Loan DocumentsCredit Line 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 Borrower the Borrowers and its Subsidiaries. Except for notices, reports and other documents Operative Documents expressly herein required to be furnished to the Lenders by the Agent, the 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 Borrower the Borrowers or its Subsidiaries the Joint Obligors which may come into the possession of Agentany of the Agent or any of their Affiliates, officers, directors, employees, agents or attorneys-in-fact.

Credit Decision. Each Lender acknowledges that Agent has not made any representation or warranty to it, and that no act by Agent hereafter taken, including any review of the affairs of Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by Agent to any Lender. (a) Each Lender represents to Agent that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and that it has, independently and without reliance upon Agent the Administrative Agent, any Arranger or any other Lender, or any Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiaries, and made its own decision to enter into this Agreement as a Lender, and to extend credit to Borrower make, acquire or hold Loans hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon Agent the Administrative Agent, any Arranger or any other Lender, or any of the Related Parties of any of the foregoing and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. (b) Each Lender, by delivering its signature page to this Agreement on the Closing Date, or delivering its signature page to an Assignment and the Assumption or any other Loan DocumentsDocument pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to make such investigations as it deems necessary to inform itself as to the businessand approved, prospects, operations, property, financial each Loan Document and each other condition and creditworthiness of Borrower and its Subsidiaries. Except for notices, reports and other documents expressly herein document required to be furnished to delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders by on the Closing Date. Section 11.07 Administrative Agent, Agent Arrangers, Co-Syndication Agents, Co-Documentation Agents. None of the Persons identified on the cover page to this Agreement, the signature pages to this Agreement or otherwise in this Agreement as a “Co-Syndication Agent”, “Co-Documentation Agent” or “Arranger” shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than if such Person is a Lender, those applicable to all Lenders as such, but all such persons shall have the benefit of the indemnities provided for hereunder. Without limiting the foregoing, none of the Persons identified on the cover page to this Agreement, the signature pages to this Agreement or responsibility otherwise in this Agreement as a “Co-Syndication Agent”, “Co- Documentation Agent” or “Arranger” shall have or be deemed to provide have any Lender fiduciary duty to or fiduciary relationship with any credit Lender. In addition to the agreement set forth in Section 11.07, each of the Lenders acknowledges that it has not relied, and will not rely, on any of the Persons so identified in deciding to enter into this Agreement or other information concerning the business, prospects, operations, property, financial in taking or other condition or creditworthiness of Borrower or its Subsidiaries which may come into the possession of Agentnot taking action hereunder.

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

Credit Decision. Each Lender acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, and that no act by the Servicing Agent hereafter hereinafter taken, including any review of the affairs of the Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any Lender. Each Lender represents to the Servicing Agent that it has, independently and without reliance upon 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 Borrower and its Subsidiaries, the value of and title to any Collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon 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 Borrower and its Subsidiariesthe Borrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Servicing Agent, the Servicing 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 Borrower or its Subsidiaries which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that none of the Administrative Agent, the Documentation Agent, the Arranger, any Co-Agent or any of their respective Affiliates has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower and its Subsidiariesany Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent, the -146- Documentation Agent, the Arranger, any Co-Agent to or any Lender. None of the Administrative Agent, the Documentation Agent, the Arranger or any Co-Agent shall be required to keep itself informed as to the performance or observance by any Lender of this Agreement or any of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the properties or books of any Loan Party. Each Lender represents to Agent the Administrative Agent, the Documentation Agent, the Arranger and the Co-Agents that it has, independently and without reliance upon the Administrative Agent, the Documentation Agent, the Arranger, any Co-Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Loan Parties, and its Subsidiariesall 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 Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Documentation Agent, the Arranger, any Co-Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the or any other Loan DocumentsDocument, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiariesthe Loan Parties. Except for notices, reports and other documents and information expressly herein required to be furnished to the Lenders by the Administrative Agent, none of the Administrative Agent, the Documentation Agent, the Arranger or any Co-Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of Borrower or its Subsidiaries the Loan Parties which may come into the possession of the Administrative Agent, the Documentation Agent, the Arranger, any Co-Agent or any of their respective Affiliates.

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

Credit Decision. Each Lender expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or other affiliates has not made any representation representations or warranty warranties to it, such Lender and that no act by the Agent hereafter hereinafter taken, including any review of the affairs of Borrower the Borrower, the Guarantors, the other Loan Parties and its Subsidiariestheir affiliates, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to Agent acknowledges that it has, independently and without reliance upon Agent the Agent, any other Lender or counsel to the Agent, and based on the financial statements of the Borrower, the Guarantors, the other Loan Parties and their affiliates, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate, made its own appraisal of credit and investigation into the business, prospects, operations, property, financial legal analysis and other condition and creditworthiness of Borrower and its Subsidiaries, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunderthe transaction contemplated hereby. Each Lender also represents acknowledges that it will, independently and without reliance upon Agent the Agent, any other Lender or counsel to the Agent, and based on such review, advice, documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agentthe Agent hereunder, the Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of Borrower the Borrower, any Guarantor, any other Loan Party or its Subsidiaries any other Affiliate which may come into the possession of the Agent or any of its officers, directors, employees, the Agents, attorneys-in-fact or other affiliates. Each Lender acknowledges that the Agent's legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Agent and is not acting as counsel to such Lender.

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

Credit Decision. Each Lender Bank acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, and that no act by the Canadian Administrative Agent hereafter hereinafter taken, including any assignment and any review of the affairs of Borrower the Borrowers, the Guarantor and its Subsidiariesthe Guarantor's Affiliates, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any LenderBank. Each Lender Bank represents to the Canadian Administrative Agent that it has, independently and without reliance upon 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 the Borrowers and its Subsidiariestheir Subsidiaries and 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 Borrower the Borrowers hereunder. Each Lender Bank also represents that it will, independently and without reliance upon 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 Borrower and its Subsidiariesthe Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Banks by the Canadian Administrative Agent, the Canadian 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 Borrower or its Subsidiaries the Borrowers which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender expressly acknowledges that Agent none --------------- of the Agent-Related Persons has not made any representation or warranty to it, such Lender and that no act by any Agent hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiariesthe Borrowers, or any Affiliate thereof, shall be deemed to constitute any representation or warranty by such Agent to any Lender. Each Lender represents to each Agent that it such Lender has, independently and without reliance upon such Agent and based on such documents and information as it such Lender has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial Properties and other condition and the creditworthiness of Borrower the Borrowers and its Subsidiariesall applicable Legal Requirements relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower the Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon 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 Properties and other condition and the creditworthiness of Borrower and its Subsidiariesthe Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by any Agent, such Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the businessProperties, prospects, operations, property, financial the Borrowers or other condition or creditworthiness any Affiliate of Borrower or its Subsidiaries the Borrowers which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, and that no act by Agent hereafter hereinafter taken, including any review of the affairs of Borrower Loan Parties and its Subsidiariesthe Sponsor Guarantors and their Subsidiaries or Affiliates or the Sponsor Letter of Credit, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon 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 Loan Parties, the Sponsor Guarantors and its Subsidiariesany other Person party to a Loan Document, the Sponsor Letter of Credit, 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 Borrower hereunderBorrower. Each Lender also represents that it will, independently and without reliance upon 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 Borrower and its Subsidiariesor any other Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Agent, 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 Borrower Loan Parties or its Subsidiaries which any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, and that no act by Agent hereafter hereinafter taken, including any review of the affairs of Borrower Borrowers and its Subsidiariestheir Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon 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 Borrowers and its Subsidiariesany other Person (other than the Lender Group) party to a Loan Document, 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 Borrower hereunderto, or otherwise enter into agreements with, Borrowers. Each Lender also represents that it will, independently and without reliance upon 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 Borrower Borrowers and its Subsidiariesany other Person (other than the Lender Group) party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Agent, 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 Borrower or its Subsidiaries which Borrowers and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that the Administrative Agent and the other Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the Project or of the affairs of Borrower and its Subsidiariesthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent or the other Agent-Related Persons to any such Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or the other 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, propertyProperty, financial and other condition and creditworthiness of Borrower the Borrower, the Project, the value of and its Subsidiariestitle 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 Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or the other Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Borrower and its Subsidiariesthe Project. Except for notices, reports and other documents expressly herein required pursuant to any Financing Document to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial or and other condition or creditworthiness of the Project or of the Borrower or its Subsidiaries which may come into the possession of the Administrative Agent or any of the other Agent-Related Persons.

Credit Decision. Each Lender acknowledges that the Agent has --------------- not made any representation or warranty to it, and that no act by the Agent hereafter taken, including any review of the affairs of Borrower and its Subsidiariesany Credit Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent 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 Borrower and its Subsidiariesthe other Credit Parties, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiariesthe other Credit Parties. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Agent, the 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 Borrower or its Subsidiaries the other Credit Parties which may come into the possession of the Agent.

Credit Decision. Each Lender acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter or the Collateral Agent, hereinafter taken, including any review of the affairs of Borrower BHI and its Subsidiaries, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon 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 BHI 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 Borrower the Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon 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 Borrower BHI and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent or the Collateral Agent, neither the Administrative Agent nor the Collateral 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 Borrower BHI or any of its Subsidiaries which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each The Syndication Agent, the Documentation Agent, the Co-Agent and each Lender expressly acknowledges that Agent none of the Administrative 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 review of the affairs of Borrower and its Subsidiaries, the Company or any other Loan Party shall be deemed to constitute any representation or warranty by the Administrative Agent to any such Agent or such Lender. Each The Syndication Agent, the Documentation Agent, the Co-Agent and 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 the Company and its Subsidiarieseach other Loan Party, 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 Borrower the Company hereunder. Each The Syndication Agent, the Documentation Agent, the Co-Agent and each Lender also represents that it such party 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 Borrower and its Subsidiariesthe 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 the Syndication Agent, the Documentation Agent, the Co-Agent or any Lender with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of Borrower or its Subsidiaries the Company which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender Bank expressly acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of Borrower the Borrowers, and its each of their Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderBank. 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 -------------------------------------------------------------------------------- Page 69 -------------------------------------------------------------------------------- deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Borrowers, and its Subsidiarieseach of the Subsidiaries of the Borrowers, 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 Borrower the Borrowers 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 Borrower and its Subsidiariesthe Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Banks by Agentthe Administrative Agent (which shall be deemed to include documents delivered to the Administrative Agent with sufficient copies for each Bank pursuant to Sections 4.01, 6.01 and 6.02), 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 Borrower or its Subsidiaries the Borrowers which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that Agent has not made any representation or warranty to it, and that no act by Agent hereafter hereinafter taken, including any review of the affairs of Borrower and or its Subsidiariesaffiliates, shall be deemed to constitute any representation or warranty by Agent to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon 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 Subsidiariesany other Person party to a Loan Document, and all applicable laws and regulations relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunderBorrower. Each Lender also represents that it will, independently and without reliance upon 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 Borrower and its Subsidiariesany other Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Agent, 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 Borrower or its Subsidiaries which and any other Person party to a Loan Document that may come into the possession of Agent.

Credit Decision. Each Lender acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, and that no act by the Agent hereafter or the Co-Administrative Agent hereinafter taken, including any review of the affairs of Borrower the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any Lender. Each Lender represents to the Agent and the Co-Administrative Agent that it has, independently and without reliance upon 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 the Company and its Subsidiaries, the value of and title to any Collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower the Company hereunder. Each Lender also represents that it will, independently and without reliance upon 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 Borrower and its Subsidiariesthe Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Agent or the Co-Administrative Agent, neither the Agent nor the Co-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 Borrower or its Subsidiaries the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender of the LC Issuer and the --------------- Lenders acknowledges that Agent none of the 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 review of the affairs of the Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any Lender. Each The LC Issuer and each Lender represents to the Administrative Agent that it has, independently and without reliance upon 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 Borrower 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 Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon 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 Borrower and its Subsidiariesthe Borrower. Except for notices, reports and other documents expressly herein required to be furnished to the LC Issuer and 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 Borrower or its Subsidiaries which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, and that no act by the Agent hereafter or the Co-Administrative Agent hereinafter taken, including any review of the affairs of Borrower the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any Lender. Each Lender represents to the Agent and the Co-Administrative Agent that it has, independently and without reliance upon Agent any Agent-Related Person and based - 72 - 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 the Company and its Subsidiaries, the value of and title to any collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower the Company hereunder. Each Lender also represents that it will, independently and without reliance upon 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 Borrower and its Subsidiariesthe Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Agent or the Co-Administrative Agent, neither the Agent nor the Co-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 Borrower or its Subsidiaries the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that Agent 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 review of the affairs of the Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon 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 Borrower and its Subsidiaries, the value of and title to any Collateral, and all applicable Lender regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon 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 any Loan DocumentsDocument, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiariesthe Borrower. 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 Borrower or its Subsidiaries which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that Agent 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 review of the affairs of Borrower and its Subsidiariesthe Company or the Lessee, shall be deemed to constitute any representation or warranty by Agent any Administrative Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon Agent any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company, the Lessee and its Subsidiariesthe Guarantor, 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 Borrower the Company hereunder. Each Lender also represents that it will, independently and without reliance upon Agent any Administrative Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Operative Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiariesthe Company, the Lessee or the Guarantor. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any 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 Borrower the Company, the Lessee or its Subsidiaries the Guarantor which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender Bank expressly acknowledges that Agent 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 taken, including any consent to and acceptance of any assignment or review of the affairs of Borrower the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by Agent any Administrative Agent-Related Person to any LenderBank (as to any matter including whether any Administrative Agent-Related Person has disclosed information in its possession). Each Lender Bank represents to the Administrative Agent that it has, independently and without reliance upon Agent any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company 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 Borrower the Company hereunder. Each Lender Bank also represents that it will, independently and without reliance upon Agent any Administrative Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiariesthe Company. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the 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 Borrower or its Subsidiaries the Company which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender and each Issuing Bank expressly acknowledges that neither the Administrative Agent nor any of its Affiliates nor any officer, director, employee, agent, attorney-in-fact of any of them has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of the Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender or any Issuing Bank. Each Lender and each Issuing Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Borrower and its Subsidiaries, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender and each Issuing Bank also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan 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 Borrower and its Subsidiariesthe Borrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders or the Issuing Banks by Agentthe Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, prospects, operationsproperties, propertyoperations or condition, financial or other condition or otherwise, and creditworthiness of the Borrower or its Subsidiaries which may come into the possession of Agentthe AdministrativeAgent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Credit Decision. Each Lender acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, and that no act by Agent hereafter any Agent-Related Person hereinafter taken, including any review of the affairs of Borrower the Credit Parties and its Subsidiariesthe Credit Party Affiliates, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any LenderLender or other Agent-Related Person. Each Lender represents to the Administrative Agent and the Lead Arranger that it has, independently and without reliance upon Agent any Agent-Related Person and based on upon 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 Borrower the Credit Parties, and its Subsidiariesall applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement the Financing Documents to which it is a party and to extend credit to the Borrower hereunderthereunder. Each Lender also represents that it willshall, independently and without reliance upon Agent any Agent-Related Person and based on upon such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Financing Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of Borrower and its Subsidiariesthe Credit Parties. Except for notices, reports and other documents expressly herein or in the other Financing Documents required to be furnished to the Lenders by the Administrative Agent, Agent no Agent-Related Person 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 Borrower or its Subsidiaries which the Credit Parties that may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them has not made any representation or warranty to it, it and that no act by Agent or any other Lender hereafter taken, including any review of the affairs of Borrower and its SubsidiariesSubsidiaries and their Affiliates, shall be deemed to constitute any representation or warranty by Agent or any other Lender to any such Lender. Each Lender represents to Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiaries, Guarantors and made its own decision to enter into this Agreement and to extend credit to Borrower hereunderhereunder (without reliance on the Agent or any other Lender). Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsAgreement, and to make such investigations as it deems 99 necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its SubsidiariesGuarantors (without reliance on the Agent or any other Lender). Except for notices, reports and other documents expressly herein required to be furnished to Lenders by AgentAgent hereunder, 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 Borrower or its Subsidiaries any Guarantor which may come into the possession of AgentAgent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Credit Decision. Each Lender Bank acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, and that no act by the Agent hereafter hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of Borrower the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any LenderBank as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender Bank represents to the Agent that it has, independently and without reliance upon 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 the Company and its Subsidiaries, and all applicable bank regulatory laws 89 Credit Agreement - Idex Corporation 97 relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower the Company and its Subsidiaries hereunder. Each Lender Bank also represents that it will, independently and without reliance upon 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 Borrower and its Subsidiariesthe Company. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Banks by the Agent, the 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 Borrower or its Subsidiaries the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that the Administrative Agent and the other Agent-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the Projects or of the affairs of Borrower and its Subsidiariesthe Borrowers, shall be deemed to constitute any representation or warranty by the Administrative Agent or the other Agent-Related Persons to any such Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or the other 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, propertyProperty, financial and other condition and creditworthiness of Borrower the Borrowers, the Projects, the value of and its Subsidiariestitle 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 Borrower the Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or the other Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of Borrower the Borrowers and its Subsidiariesthe Projects. Except for notices, reports and other documents expressly herein required pursuant to any Financing Document to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial or and other condition or creditworthiness of Borrower the Projects or its Subsidiaries of the Borrowers which may come into the possession of the Administrative Agent or any of the other Agent-Related Persons.

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

Credit Decision. Each Lender Bank acknowledges that Agent 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 or the Collateral Agent hereinafter taken, including any review of the affairs of the Borrower and its Subsidiaries, Subsidiaries shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any LenderBank. Each Lender Bank represents to the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon 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 Borrower and its Subsidiaries, the value of and title to any Collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender Bank also represents that it will, independently and without reliance upon 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 Borrower and its Subsidiariesthe Borrower. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Banks by the Administrative Agent and the Collateral Agent, neither the Administrative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of the Borrower or its Subsidiaries which may come into the possession of Agentany of the Administrative Agent- Related Persons.

Credit Decision. Each Lender expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or other affiliates has not made any representation representations or warranty warranties to it, such Lender and that no act by the Agent hereafter hereinafter taken, including any review of the affairs of the Borrower and its Subsidiariesor Guarantors, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to Agent acknowledges that it has, independently and without reliance upon Agent the Agent, any other Lender or counsel to the Agent, and based on the financial statements of the Borrower or Guarantors and its affiliates, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate, made its own appraisal of credit and investigation into the business, prospects, operations, property, financial legal analysis and other condition and creditworthiness of Borrower and its Subsidiaries, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunderthe transaction contemplated hereby. Each Lender also represents acknowledges that it will, independently and without reliance upon Agent the Agent, any other Lender or counsel to the Agent, and based on such review, advice, documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agentthe Agent hereunder, the Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of Borrower the Borrower, any Guarantor or its Subsidiaries any other Affiliate which may come into the possession of the Agent or any of its officers, directors, employees, the Agents, attorneys-in-fact or other affiliates. Each Lender acknowledges that the Agent's legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Agent and is not acting as counsel to such Lender.

Credit Decision. Each Lender acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, and that no act by Agent hereafter or Collateral Agent hereinafter taken, including any review of the affairs of Borrower and its SubsidiariesSubsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any Lender. Each Lender represents to Agent and Collateral Agent that it has, independently and without reliance upon 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 Subsidiariesany other Person (other than the Lender Group) party to a Loan Document, 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 Borrower hereunderBorrower. Each Lender also represents that it will, independently and without reliance upon 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 Borrower and its Subsidiariesany other Person (other than the Lender Group) party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Collateral Agent, neither Agent nor Collateral 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 Borrower or its Subsidiaries which and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender expressly acknowledges that Agent none of the Agents or the Agent-Related Persons has not made any representation or warranty to it, and that no act by Agent any of the Agents hereafter taken, including any review of the Projects or of the affairs of Borrower and its Subsidiariesthe Borrowers, shall be deemed to constitute any representation or warranty by any Agent or Agent-Related Person to any Lender. Each Lender represents to Agent the Agents that it has, independently and without reliance upon any Agent or Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of Borrower each Borrower, the Projects, the value of and its Subsidiariestitle 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 Borrower the Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent or Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of each Borrower and its Subsidiariesthe Projects. Except for notices, reports and other documents expressly herein required pursuant to any Finance Document to be furnished to the Lenders by Agentthe Agents, Agent the Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial or and other condition or creditworthiness of the Projects or of any Borrower or its Subsidiaries which may come into the possession of any Agent or any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that Agent has not made any representation or warranty to it, and that no act by Agent hereafter taken, including any review of the affairs of Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by Agent to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon 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 made its own decision to enter into this Agreement and to extend credit to Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon 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 Borrower and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent, 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 Borrower or its Subsidiaries which may come into the possession of the Agent.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them has not made any representation or warranty to it, it and that no act by Agent or any other Lender hereafter taken, including any review of the affairs of Borrower and its SubsidiariesSubsidiaries and their Affiliates, shall be deemed to constitute any representation or warranty by Agent or any other Lender to any such Lender. Each Lender represents to Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiaries, Guarantors and made its own decision to enter into this Agreement and to extend credit to Borrower hereunderhereunder (without reliance on the Agent or any other Lender). Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsAgreement, 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 Borrower and its SubsidiariesGuarantors (without reliance on the Agent or any other Lender). Except for notices, reports and other documents expressly herein required to be furnished to Lenders by AgentAgent hereunder, 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 Borrower or its Subsidiaries any Guarantor which may come into the possession of AgentAgent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliates.

Credit Decision. Each Lender (and Bank Product Provider) acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, and that no act by Agent hereafter hereinafter taken, including any review of the affairs of Borrower Borrowers and its Subsidiariestheir Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any Lender. Each Lender (and Bank Product Provider) represents to Agent that it has, independently and without reliance upon 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 Borrowers and its Subsidiariesany other Person party to a Loan Document, 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 Borrower hereunderBorrowers. Each Lender (and Bank Product Provider) also represents that it will, independently and without reliance upon 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 Borrower Borrowers and its Subsidiariesany other Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender (or any Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of Borrower or its Subsidiaries which Borrowers and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons. Each Lender acknowledges (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that Agent does not have any duty or responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly specified herein) to provide such Lender (or Bank Product Provider) with any credit or other information with respect to any Borrower, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information came into Agent’s or its Affiliates’ or representatives’ possession before or after the date on which such Lender became a party to this Agreement (or such Bank Product Provider entered into a Bank Product Agreement).

Credit Decision. Each Lender acknowledges that Agent no Agent-Related Person has not made any representation or warranty to it, and that no act by the Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of Borrower and its Subsidiariesany Obligor or any Affiliate thereof, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any LenderLender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Agent that it has, independently and without reliance upon 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 the Obligors and its their respective Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunderand the other Obligors under the Loan Documents. Each Lender also represents that it will, independently and without reliance upon 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 Borrower and its Subsidiariesthe other Obligors. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agentthe Agent herein, the 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 Borrower any of the Obligors or its Subsidiaries any of their respective Affiliates which may come into the possession of any Agent-Related Person.

Credit Decision. Each Lender acknowledges that Agent Purchaser has not made any representation or warranty to it, and that no act by Agent hereafter taken, including any review of the affairs of Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by Agent to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon Agent and based on such documents and information as it has deemed appropriate, made entered into this Agreement after its own negotiations with the Company and is and will continue to be solely responsible for its own independent appraisal of and investigation investigations into the businessfinancial condition, prospectscreditworthiness, operations, property, financial affairs and nature of the Company and all other condition credit and creditworthiness of Borrower and its Subsidiaries, and made its own decision banking matters relative to enter into this Agreement and to extend credit to Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon 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. Each Purchaser confirms to Agent that it has not relied, and will not hereafter rely, on Agent: (a) to make such investigations as it deems necessary to inform itself as check or inquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Company under or in connection with this Agreement or the transactions herein contemplated and that each Purchaser shall be responsible for obtaining directly from the Company, through requests made by Agent to the businessCompany on its behalf, prospectssuch information, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning as each Purchaser deems necessary from time to time; or (b) to assess or keep under review on its behalf the businessfinancial condition, prospectscreditworthiness, operationsaffairs or nature of the Company, propertythe Subsidiaries or their respective properties or any other credit or banking matters relative to this Agreement. A copy of this Agreement including all Schedules hereto has been, or prior to such Purchaser entering into this Agreement will be, made available to each Purchaser for review by it and each Purchaser is, or will be, satisfied with the form and substance of this Agreement including all Schedules hereto; and Agent is not liable in any way to such Purchaser in respect thereof or in respect of the accuracy or completeness of any information or data, financial or other condition otherwise, made available to such Purchaser in connection with the negotiation of this Agreement or creditworthiness for any statements, warranties or representations whether made in writing or orally made in connection with the negotiation of Borrower or its Subsidiaries which may come into the possession of Agentthis Agreement.

Credit Decision. Each Lender acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, and that no act by the Agent hereafter hereinafter taken, including any review of the affairs of Borrower the Borrower, CHC and its their Subsidiaries, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon 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 the Borrower, CHC and its their Subsidiaries, the value of and title to any Collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon 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 Borrower the Borrower, CHC and its their Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Agent, the 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 Borrower , CHC or its their Subsidiaries which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender expressly acknowledges that none of the Agent or any Arranger or any of their respective Related Parties has not made any representation or warranty to it, and that no act by the Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Borrower and its Subsidiariesany Obligor of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Agent or any Arranger to any LenderLender as to any matter, including whether the Agent or any Arranger have disclosed material information in their (or their respective Related Parties’) possession. Each Lender represents to the Agent and the Arrangers that it has, independently and without reliance upon Agent the Agent, any Arranger, any other Lender or any of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Obligors and its their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon Agent the Agent, any Arranger, any other Lender or any of their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, 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 Borrower the Obligors. Each Lender represents and its Subsidiarieswarrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Except for noticesEach Lender represents and warrants that it is sophisticated with respect to decisions to make, reports acquire and/or hold commercial loans and other documents expressly herein required to be furnished to Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other information concerning the businessfacilities, prospectsis experienced in making, operations, property, financial acquiring or holding such commercial loans or providing such other condition or creditworthiness of Borrower or its Subsidiaries which may come into the possession of Agentfacilities.

Credit Decision. Each Lender acknowledges that Agent has not made any representation or warranty to it, and that no act by Agent hereafter taken, including any review of the affairs of Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by Agent to any Lender. (a) Each Lender represents to Agent that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and that it has, independently and without reliance upon Agent the Administrative Agent, any Arranger or any other Lender, or any Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiaries, and made its own decision to enter into this Agreement as a Lender, and to extend credit to Borrower make, acquire or hold Loans hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon Agent the Administrative Agent, any Arranger or any other Lender, or any of the Related Parties of any of the foregoing and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. (b) Each Lender, by delivering its signature page to this Agreement on the Closing Date, or delivering its signature page to an Assignment and the Assumption or any other Loan DocumentsDocument pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to make such investigations as it deems necessary to inform itself as to the businessand approved, prospects, operations, property, financial each Loan Document and each other condition and creditworthiness of Borrower and its Subsidiaries. Except for notices, reports and other documents expressly herein document required to be furnished to delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders by on the Closing Date. Section 11.07 Administrative Agent, Agent Arrangers, Co-Syndication Agents, Co-Documentation Agents. None of the Persons identified on the cover page to this Agreement, the signature pages to this Agreement or otherwise in this Agreement as a “Co-Syndication Agent”, “Co-Documentation Agent” or “Arranger” shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than if such Person is a Lender, those applicable to all Lenders as such, but all such persons shall have the benefit of the indemnities provided for hereunder. Without limiting the foregoing, none of the Persons identified on the cover page to this Agreement, the signature pages to this Agreement or responsibility otherwise in this Agreement as a “Co-Syndication Agent”, “Co-Documentation Agent” or “Arranger” shall have or be deemed to provide have any Lender fiduciary duty to or fiduciary relationship with any credit Lender. In addition to the agreement set forth in Section 11.07, each of the Lenders acknowledges that it has not relied, and will not rely, on any of the Persons so identified in deciding to enter into this Agreement or other information concerning the business, prospects, operations, property, financial in taking or other condition or creditworthiness of Borrower or its Subsidiaries which may come into the possession of Agent.not taking action hereunder. 144 #98412540v7

Credit Decision. Each Class A Lender acknowledges that Agent none of the Class A Lender Representative-Related Persons has not made any representation or warranty to it, and that no act by Agent hereafter the Class A Lender Representative hereinafter taken, including any review of the affairs of Borrower and its SubsidiariesAffiliates, shall be deemed to constitute any representation or warranty by Agent any Class A Lender Representative-Related Person to any Class A Lender. Each Class A Lender represents to Agent the Class A Lender Representative that it has, independently and without reliance upon Agent any Class A Lender Representative-Related Person and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower or any other Person party to a Transaction Document, and its Subsidiariesall 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 Borrower hereunderAgreement. Each Class A Lender also represents that it will, independently and without reliance upon Agent any Class A Lender Representative-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, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiariesor any other Person party to a Transaction Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Class A Lenders by AgentClass A Lender Representative, Agent Class A Lender Representative shall not have any duty or responsibility to provide any Class A Lender with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of Borrower or its Subsidiaries which any other Person party to a Transaction Document that may come into the possession of Agentany of the Class A Lender Representative-Related Persons. Each Class A Lender acknowledges that Class A Lender Representative does not have any duty or responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly specified herein) to provide such Class A Lender with any credit or other information with respect to Borrower, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information came into Class A Lender Representative’s or its Affiliates’ or representatives’ possession before or after the date on which such Class A Lender became a party to this Agreement.

Credit Decision. Disclosure of Information by the Administrative Agent. Each Lender acknowledges that Agent no Administrative Agent-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 to and acceptance of any assignment or review of the affairs of Borrower and its Subsidiariesthe Borrower, any Guarantor or any Affiliate thereof, shall be deemed to constitute any representation or warranty by Agent any Administrative Agent-Related Person to any LenderLender as to any matter, including whether Administrative Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon Agent any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Borrower, the Guarantors and its their respective Subsidiaries, and all applicable bank or other regulatory Applicable Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon Agent any Administrative Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to Lenders by Agent, 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 Borrower or its Subsidiaries which may come into the possession of Agent.this

Credit Decision. Each Lender acknowledges that Agent none of Agent-Related Persons has not made any representation or warranty to it, and that no act by Administrative Agent hereafter hereinafter taken, including any review of the affairs of Borrower and its SubsidiariesBorrower, Guarantor or any Permitted Affiliate, shall be deemed to constitute any a representation or warranty by Agent any Agent-Related Person to any Lender. Each Lender represents to Administrative Agent that it hasthat, independently and without reliance upon Agent any Agent-Related Person, and based on such documents and information as it has deemed appropriate, made such Lender has made, and will continue to make, its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower Borrower, Guarantor and its Subsidiarieseach Permitted Affiliate, the value of and title to any and all Unencumbered Asset Pool Properties, and all applicable financial and regulatory laws relating to the transactions contemplated hereby, and made and will continue to make its own decision to enter into this Agreement and to extend credit to Borrower hereunder. Each Lender also represents Borrower, and that it will, independently and without reliance upon Agent and based on such documents and information as it shall deem appropriate at the time, will continue to make its own credit analysis, appraisals analysis 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 Borrower Borrower, Guarantor and its Subsidiarieseach Permitted Affiliate. Except for notices, reports and other documents that Administrative Agent is expressly herein required to be furnished furnish to Lenders by AgentLenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the businessBorrower, prospectsGuarantor, operations, property, financial any Permitted Affiliate or other condition or creditworthiness of Borrower or its Subsidiaries which any Unencumbered Asset Pool Property that may come into the possession of any Agent-Related Person.

Credit Decision. Each Class A Lender acknowledges that Agent none of Class A Lender Representative-Related Persons has not made any representation or warranty to it, and that no act by Agent hereafter Class A Lender Representative hereinafter taken, including any review of the affairs of Borrower and its SubsidiariesAffiliates, shall be deemed to constitute any representation or warranty by Agent any Class A Lender Representative-Related Person to any Class A Lender. Each Class A Lender represents to Agent Class A Lender Representative that it has, independently and without reliance upon Agent any Class A Lender Representative-Related Person and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower or any other Person party to a Transaction Document, and its Subsidiariesall 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 Borrower hereunderAgreement. Each Class A Lender also represents that it will, independently and without reliance upon Agent any Class A Lender Representative-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, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiariesor any other Person party to a Transaction Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Class A Lenders by AgentClass A Lender Representative, Agent Class A Lender Representative shall not have any duty or responsibility to provide any Class A Lender with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of Borrower or its Subsidiaries which any other Person party to a Transaction Document that may come into the possession of Agentany of the Class A Lender Representative-Related Persons. Each Class A Lender acknowledges that Class A Lender Representative does not have any duty or responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly specified herein) to provide such Class A Lender with any credit or other information with respect to Borrower, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information came into Class A Lender Representative’s or its Affiliates’ or representatives’ possession before or after the date on which such Class A Lender became a party to this Agreement.

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

Credit Decision. Each Lender expressly acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Agent hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiariesthe Borrowers, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender confirms to the Agent that it has not relied, and will not rely hereafter, on the Agent to check or inquire on such Lender's behalf into the adequacy, accuracy or completeness of any information provided by either of the Borrowers or any other Person under or in connection with the Loan Documents or the transactions herein contemplated (whether or not the information has been or is hereafter distributed to such Lender by the Agent). Each Lender represents to the Agent that it has, independently and without reliance upon the Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Borrowers, and its Subsidiariesall 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 Borrower hereunderthe Borrowers under and pursuant to this Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiariesthe Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Agent, the 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 Borrower or its Subsidiaries the Borrowers which may come into the possession of any of the Agent-Related Persons. The Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations or warranties, recitals or statements made herein or therein or made in any written or oral statements, or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Agent to the Lenders or by or on behalf of the Borrowers to the Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Borrowers or any other Person liable for the payment of any Obligations, nor shall the Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default.

Credit Decision. Each Lender Bank acknowledges that Agent none of the Agent-Related Persons or any Issuing Bank has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter or any Issuing Bank hereinafter taken, including any review of the affairs of the Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person or any Issuing Bank to any LenderBank. Each Lender Bank represents to the Administrative Agent and the Issuing Banks that it has, independently and without reliance upon Agent any Agent-Related Person or any Issuing Bank and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower 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 Borrower hereunder. Each Lender Bank also represents that it will, independently and without reliance upon Agent any Agent-Related Person or any Issuing Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiariesthe Borrower. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Banks by Agentthe Administrative Agent or any Issuing Bank as specified on Schedule 10.06, neither the Administrative Agent nor any Issuing Bank shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of the Borrower or its Subsidiaries which may come into the possession of any of the Agent-Related Persons or any Issuing Bank. The Administrative Agent shall promptly deliver to the Banks the items specified on Schedule 10.06 that are required to be provided by the Borrower only to the extent such items are actually provided by the Borrower.

Credit Decision. Each Lender acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, and that no act by Agent hereafter or Canadian Agent hereinafter taken, including any review of the affairs of Borrower Borrowers and its Subsidiariestheir Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon Agent any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and 121 investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower Borrowers and its Subsidiariesany other Person party to a Loan Document, 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 Borrower hereunderBorrowers. Each Lender also represents that it will, independently and without reliance upon 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 Borrower Borrowers and its Subsidiariesany other Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to Lenders by Agent, 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 Borrower or its Subsidiaries which Borrowers and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, and that no act by any Appointed Agent hereafter hereinafter taken, including any review of the affairs of the Borrower and its SubsidiariesAffiliates, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any Lender. Each Lender represents to each Appointed Agent that it has, independently and without reliance upon Agent any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Obligors and their Affiliates or the Parent Guarantor and its SubsidiariesAffiliates, 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 Borrower hereunderthe Borrower. Each Lender also represents that it will, independently and without reliance upon 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 Agreement, the other Loan DocumentsDocuments and the Unsecured ProFrac Guarantee, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Obligors, the Parent Guarantor and its Subsidiariestheir Affiliates. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Agent, the 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 Borrower the Obligors, the Parent Guarantor or its Subsidiaries any of their Affiliates which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each The Syndication Agent, the Documentation Agent, the Co-Agent and each Lender expressly acknowledges that Agent none of the Administrative Agent-Related Persons has not made any representation or warranty to it, it and that no act by the Administrative Agent hereafter or BOA Canada hereinafter taken, including any review of the affairs of Borrower and its Subsidiariesthe Company, the Canadian Company or any other Loan Party shall be deemed to constitute any representation or warranty by the Administrative Agent or BOA Canada to any such Agent or such Lender. Each The Syndication Agent, the Documentation Agent, the Co-Agent and each Lender represents to the Administrative Agent and BOA Canada that it has, independently and without reliance upon the Administrative Agent or BOA Canada 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 the Company, the Canadian Company and its Subsidiarieseach other Loan Party, 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 Borrower the Company and the Canadian Company hereunder. Each The Syndication Agent, the Documentation Agent, the Co-Agent and each Lender also represents that it such party will, independently and without reliance upon the Administrative Agent or BOA Canada and based on such documents and information as it 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 Borrower the Company and its Subsidiariesthe Canadian Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agentthe Administrative Agent or BOA Canada, neither the Administrative Agent nor BOA Canada shall not have any duty or responsibility to provide the Syndication Agent, the Documentation Agent, the Co-Agent or any Lender with any credit or other information concerning the business, prospects, operations, property, financial or and other condition or creditworthiness of Borrower the Company or its Subsidiaries the Canadian Company which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender expressly acknowledges that Agent none of the Administrative 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 review of the affairs of Borrower the Company and its Subsidiaries, Subsidiaries shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. 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 the Company 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 Borrower 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 any Borrower and its SubsidiariesParty. 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 any Borrower or its Subsidiaries Party which may come into the possession of any of the Administrative Agent-Related Persons.

Credit Decision. Each Lender acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, and that no act by the Agent hereafter or the Co-Administrative Agent hereinafter taken, including any review of the affairs of Borrower the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any Lender. Each Lender represents to the Agent and the Co-Administrative Agent that it has, independently and without reliance upon 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 the Company and its Subsidiaries, the value of and title to any collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower the Company hereunder. Each Lender also represents that it will, independently and without reliance upon 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 Borrower and its Subsidiariesthe Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Agent or the Co-Administrative Agent, neither the Agent nor the Co-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 Borrower or its Subsidiaries the Company which may come into the possession of any of the Agent-Related Persons.

Credit Decision. Each Lender acknowledges that no Agent or any of its Affiliates has not made any representation or warranty to it, and that no act by any Agent hereafter taken, including any review of the affairs of Borrower and its Subsidiariesany Loan Party, shall be deemed to constitute any representation or warranty by any Agent to or any Lender. No Agent shall be required to keep itself informed as to the performance or observance by any Lender of this Agreement or any of the other Credit Documents or any other document referred to or provided for herein or therein or to inspect the properties or books of any Loan Party. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Loan Parties, and its Subsidiariesall 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 Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the or any other Loan DocumentsCredit Document, 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 Borrower and its Subsidiariesthe Loan Parties. Except for notices, reports and other documents and information expressly herein required to be furnished to the Lenders by any Agent, 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 Borrower or its Subsidiaries the Loan Parties which may come into the possession of Agentany Agent or any of its Affiliates.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent, the Collateral Agent nor any of the Co-Agents nor any of their officers, directors, employees, agents, attorneys-in-fact or Affiliates has not made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent, the Collateral Agent hereafter or the Co-Agents hereinafter taken, including any review of the affairs of Borrower and its Subsidiariesthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent, the Collateral Agent or the Co-Agents to any Lender. Each Lender represents to Agent acknowledges that it has, independently and without reliance upon Agent the Administrative Agent, the Collateral Agent, the Co-Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiaries, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunderAgreement. Each Lender also represents acknowledges that it will, independently and without reliance upon Agent the Administrative Agent, the Collateral Agent, the Co-Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking any 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 Borrower and its SubsidiariesAgreement. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereunder, neither the Administrative Agent, the Collateral Agent nor any of the Co-Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial or other condition otherwise), prospects or creditworthiness of the Borrower or its Subsidiaries any Subsidiary which may come into the possession of the Administrative Agent, the Collateral Agent or any of the Co-Agents or any of their officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Credit Decision. Each Lender acknowledges that Agent none of the Agent-Related Persons has not made any representation or warranty to it, and that no act by the Agent hereafter hereinafter taken, including any review of the affairs of Borrower Holdings, the Company and its Subsidiariestheir Subsidiaries or the Founding Companies, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon 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 Holdings, the Company and its Subsidiariestheir Subsidiaries and the Founding Companies, the value of and title to any Collateral, and all applicable Lender regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower the Company hereunder. Each Lender also represents that it will, independently and without reliance upon 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 Borrower Holdings, the Company and its their Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Agent, the 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 Borrower Holdings, the Company or its Subsidiaries any Subsidiary which may come into the possession of any of the Agent-Related Persons.